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Home My WebLink AboutContracts & Agreements_197-2002WIRELESS DEMONSTRATION PROJECT - PHASE QCONTRACT .... -... -........ ............... .................. -... �3 LOVERVIEW ......... ...... -....... -... ............ ---------........ ----........ ...... -.--.-------...... �3 Z C0NTBaCT AND E}uIJeITS... --------------------....................... ---.... -_4 3, SERVICES nJBsPROVIDED ........... ...... ...... ----....... _............................. ---........ 5 4� CON'T&-ACTOR------------------------------------------6 5� A(8Ex-cYADNIINISTRATION ---------'------------------_-__-----------6 6� CompEN&knoNi .... ........... ___ ...... ...... -...... ____............... ... -....... ____ ..... 6 7� GRANT ftwDiwGC(DvD[TTm0S-----.------...... -------------_.---............ ---...... ---.7 & TtwkiDmQ7ON� 0FC[V;rnACT------------------------------'---.---------.8 g. START DATEqERM INATION DATE ---------_-------------...... '___ ...... ........ ... ___ ---0 |D� INDEMNIFICATION ...... ----------._--'--------------'-...... ................ -...... 9 lL DXDT[uu. RESPONSIBILITY nFCONTRACTORS AuD SUBCONTRACTORS,.--- ....................... -...... ....... 9 12. I1NISURuNCE.... ___ ...... ---....... -------------................... -.......... ____ ... -_lO 13. ADDITIONAL I1%slnlxNCEPROVISIONS '-------------........... ---....... ............. ---........ l| 14� AGENCY PROPERTY .......... ---------------....... ---------................ ......... 12 15� AFFinmAow- ACTK-.NPOLICIES ... --...... ------....... ----....... ---.......... ...... ................. ............... l2 16. }bENNE9INCOUNTY RECYClDvG9ncGnA.MS----------...... ----.............................. -..... ...... ...... l3 17� SUCCESSORS 6tAsSuwmINT-..... ------------------............ -........................... ............... ... l3 18. 8EvE&ABDIrY....... .... ___ ............... ------------------------................. '_--...... .... l3 19. CONTRACTOR REsPoNmIBILITIES .............. .-------------------.......... ................ --....... ___ ]9 20 &zxlDo0»a^LCOxnRAC7OoRESPONSIBILITIES- -----------------..................... ....... ___ ....... ... l3 21. PERFORMANCE OF SUBCONITRACTORS. ........ ------------------........... ---.......................... l4 22. APPROVAL .... ........ -----------------------............ ........ '--......... -l4 23. RIGHT T0AUDIT BOOKS AND DEcomDB----... ----........ ............ ................ --...... ... l5 24. DATA PRIVACY, NIONDISCLOSURESAND CLEARANCES -...... ---------................ ........... ----......... l5 25..................... ....... ___.__----'........... --------'---..................... ...... ..... -.... |5 26. MDvN£3OTaAND C^Llu}n^oA LAW sGOvE RNT--.......... -----------................................... ............ -l6 27. LDmilATI0rsOfLIABILITY ............................. ___ .......... ----------.............................. ........... .......... 16 28' '.................. ..... ...... ... --...... '----------................ ................ ...... ............ -l7 29. B0DonuENT LICENSED SOFTWARE USAGE .... -----.-.......................... ............ .... l7 30. B0lormEovTPURCHASES ............... .......... *........ --.... ...... ---------.................... ........ ----..... -Y8 31� YEAR 20O0C{DmylaAmCE........ ...... ............ ... _....... ---...... -------................................................ lQ 32. INTELLECTUAL PROPERTYINDEMNIFICATION- ............. -----------............................... ........ ............ l8 33. OTYNER8BIP0fCOPYRIGHT ......... ___ ............ ..... ___ .... -....... ........ ------.--_............... -----.... ly 34, CONTRACTOR SENSITIVE DOcsmsm78AND lwrO0vmTu}w----____ ....... ---................. .......... .............. ly 35. PROJECT D{XzJmmENsS...... -----...... ........ -...... ------...... ---................... ............. --......... 2O 36. ERRORS AND OMISSIONS -----...... -----......... --...... --------.................................. .............. 2O 37. DISPUTE AND REs0cuToN............... -........ ------.............. --------.......... .......... --...... ..... 2) 38. DELAYS AND Bx7EmSoo«0FTD$E..... ----...... ....... ------------.-_...................... -... ___ ..... 2l 39. E0u8ywEwTAND 8&wTE3ou---......... ---...... -----------...... ................................. ...... -........ 2} 40� MATERIAL PROPOSED as ...... ___ ... ... ............................... -..... ..... 22 41. BQCDp.mINT AND INSTALLATION STANDARDS, .................................. ... -........... 22 42. SY0TEMD8a{E^0*D SuYp0uTTlR.u\TovG... -............ ----------...... -... .............. -...... -_----..... 25 43. AGENCY ..... .......... ..... ....... ------------........ .................-_------24 44. PROJECT SCHEDUlES........... ____ ........ -----...... ------------............ -....... _----........ 24 45. PAYME-NITSCBEDULE.-------.... ------------------......... .--....... .................... 24 46. yAY%Qo,�,TTER&{-ADDCo'NDrD0N@.._--....... ___ ....... ------------................ ............. -----'25 47 EQtqpwEi\-fDELIVERY IERms---------------...... -----.... .... -.................... ........ ---..... 27 48. SYSIE&i -.--...... -------------'........................... .... ___ ... -29 49. SY8TEm ACCEPTANCE .... --------------_----------------......................... 31 50. AcCEPT/NcETEST C0IDERbA'... _'_---............. --...... -------.......... '............... ....... 33 51. Cl0INGEORDERS ...... ---__----_-----.---------------------.----------.34 52 STa7USRE\,]£w IMEETING&REPoRTS ...... --....... ___....... ___^....... ....... ..................... ____..... 36 51 MUNNEOQ7A83ATE SALES -ANDUSE STATE SALES IA_x----........ .................. -........ .... �36 54, STATE OFIMINNE-S{yDA LAW/ STATE UFCALIFORNIA LAW. -------...... --'................. .... .... ... ... ---37 5 5 � ANTITRUST ...... ...... ........ .-.----........ '....... _.---_------------............ ......... -..... ..... -... 37 56. SUBCONITRACTOR IAY6IENT-----................. --------_-----............. .......................... ----37 57, SY$TEmSLFTW@RE LDCEN8E8ANDINSTALLATION ----_--............ -....... ....... ........... --.-.......... --_'37 Contractor Agreement Wireless Demonstration Project-PhaseU -1- 59 ��aT�� R�BpcnvySTD�E3-----------------'—'--'''-------'— � �"""""''"�=~~~`~^`~~ 39 ..........................................---39 6D� T�zo�}��mT�G�nvzCs�(xvzoacTo-------_--_-----------'---... 618�n�u��m ____________'__________ � '--------------'— 62 �I�m0�DwCOn»rr� �(��v&(��umsm��----------------'-----'� � ^~~^~-~'^^~— ..----4l 63, NoToCEa----------------------_--_--------' ______________—'---�4l 00INNEPIN COUNTY BOAX�) APyI�(}VAL---------------------.--------------'_ ��I��K��{}\7��I��y��}��---_—_______-----------------------.�� CITY OF REDL/&NDSCOUNCIL APPROVAL ... -----------------_.......................... —.... --... 45 ��NT8�ACTK�R AP%gRK�VAL------- --________________—__----------_-----_'�_ CONTRACTOR ACKNOWLEDGMENT ______._________________.________---'46 Contractor Agreement WiDBlessDemonstration Project —Phase|1 -2- Contract No. A 021130 0 THIS CONTRACT, made between the COUNTY OF HENNEPIN, State of Minnesota, hereinafter referred to as Hennepin County on behalf of the Hennepin County Sheriffs Office; the City of Ontario, State of California, hereinafter referred to as City of Ontario, on behalf of the Ontario Police Department; the City of Redlands, State of California, hereinafter referred to as City of Redlands, on behalf of the Redlands Police Department, and Identix Incorporated ("Identix")), a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at 5600 Rowland Road, Minnetonka, IVIN 55343, hereinafter referred to as Contractor. 1. overview Contractor Agreement Wireless Demonstration Project — Phase If -3- version of the hand-held device based on feedback from the customer agencies, using technological improvements to provide a significantly smaller device. Additionally, the demonstration project was expanded to provide warrant information based on fingerprin from a legacy database to the remote data terminals. In addition to the public safety agencies in Minnesota involved in Phase 1, the office of t Immigration and Natural Services ("INS") is included as a non -contracting participant in Phase It. 11 The purpose of this Contract is to combine the mutual obligations of the parties for Phase I and Phase 11 in one Contract and to define the terms and conditions under which the above named Contractor would deliver the Contractor's expanded remote wireless fingerprint capture systems to said named public safety agencies, including the non -contracting participating agencies in the State of Minnesota as named in this Contract. Under the terms and conditions of the Cooperative Agreement #2000-9345-MN_IJ, referenced as Hennepin County Contract in Hennepin County under Hennepin County Resolution No. , the Hennepin County Sheriffs Office of Hennepin County, Minnesota will act as primary agency responsible for the disbursement of Grant funds to the Contractor. Contractor is identified in the Grant as sole provider of the necessary technology to implement a remote wireless fingerprint capture system. 2. Contract Attachments and Exhibits The following listed Contract Attachments 1 through 2 and Exhibits A through J below are hereby incorporated into and made a part of the Contract. Any reference to Digital Biometrics, Inc., DBI, Visionics, Inc., or VSNX in the Exhibits shall mean Identix. Attachments 1 and 2 are 2000 Contract (including its Exhibits) and Contract 2002 respectively. Exhibits A through Exhibit I relate to Phase 11 of the wireless remote fingerprint capture system demonstration In interpreting this Contract and resolving any ambiguities, the main body of the Contract including subsequent amendments (with the most recent amendment having precedence over earlier amendments) will take precedence over the Exhibits. Attachment 1. 2000 Contract Attachment 2. 2002 Contract Exhibit A. Project Description Phase 11 Exhibit B. Statement of Work Phase 11 Exhibit C. Project Schedules Phase 11 Exhibit D. Contract Deliverables requirements List Phase 11 Exhibit E. Unit Price List Phase 11 Exhibit F. Licensing, Warranty and Maintenance Phase 11 Fl. Software License Agreements F2. System Warranty F3. Training Exhibit G. Project Acceptance Tests Phase 11 Exhibit H. Technical Documents Phase 11 Exhibit 1. Major Subcontractors Phase 11 Contractor Agreement Wireless Demonstration Project — Phase I[ -4- Contractor agrees to deliver a multi -agency, wireless data communications system demonstration known as the Wireless Demonstration Project as described in Project Description, Exhibit A and Statement of Work, Exhibit B to Hennepin County Sheriffs Office, Ontario Police Department in the State of California, and the Redlands Police Department in the State of California hereinafter referred to as the Participating Agencies. The Contractor also agrees to deliver the Wireless Demonstration Project to the additional participating agencies in the State of Minnesota as defined by the Hennepin County Sheriffs Office and the INS. Under the terms and conditions of this Contract, Contractor is fully responsible for developing, obtaining and installing all required products and services along with managing all subcontractors necessary to complete delivery of a multi -agency demonstration wireless data communications system. This includes providing all the equipment, tools, supplies, materials, incidentals and customary work, services, labor and supervision to complete Contract requirements. The functional requirements of the Contract, along with the performance specifications that the Contractor agrees to deliver as part of approved Detail Design Documents providing detailed system design and documentation in accordance with this Contract under the System Design/System Documentation Section are set forth in Statement of Work, Exhibit B and in Technical Documents, Exhibit H. This provides Contractor's description of work to be performed under this Contract indicating how the Contractor plans to implement the proposed system by listing the software, hardware and equipment deployed and methods used at each of the participating agencies. This also includes the detailed system design of the proposed system to be delivered by Contractor as well as detailed system documentation with detailed agency office and vehicular equipment requirements, installation procedures and location documentation, equipment training along with project status monitoring and reporting procedures. The overall project deployment schedules for Phase 11, and Phase 11 project deployment schedules for each of the Participating Agencies as listed in Project Description, Exhibit A are set forth in Exhibit C, Project Schedules. The overall contract deliverables for this Contract, along with related costs for contract deliverable items for the proposed system by Contractor are set forth as part of Contract Deliverable Requirements List, Exhibit D. The complete equipment list of all hardware and software used in the Contract Deliverable Requirements List is enumerated in Unit Price List, Exhibit E. All product and system warranties to be provided under this Contract, along with all equipment and system maintenance to be provided by Contractor during the contract period for services and products delivered, including all third party equipment and system maintenance are described under Exhibit F, regarding Licensing, Warranty, and Training. Contractor will provide all related technical documents listed in Technical Documents, Exhibit H. During the period of the contract, Contractor shall deliver to the Hennepin County Sheriffs Office and participating agencies in the State of Minnesota, the Ontario Police Department in the State of California, and the Redlands Police Department in the State of California a functional system capable of launching an identity check by remotely capturing fingerprints along with subject photo and being able to obtain a returned confirmation message indicating that either the fingerprint match was found, along with Contractor Agreement Wireless Demonstration Project — Phase 11 -5- the persons identity or'that no identity information is available based on matching fingerprints. The Contractor's Wireless Demonstration Project is designed to provide the functional ability to remotely launch fingerprint identity searches from a mobile device and receive search results at that same device outside the confines of the police vehicle. 4. Contractor Administration Janet Arney of Identix shall administer this Contract as Project Manager(s) on behalf of the Contractor in order to coordinate the services of the Contractor with the activities the Participating Agencies so as to accomplish the purpose of this Contract. Contractor may replace any or all of the herein -named persons subject to the approval of Hennepin County Sheriff's Office as being designated agency under this Contract to directly administer Grant funds, The City of Ontario and City of Redlands will work through the Hennepin County Sheriffs Office on any issues of Contractor's Project Manager(s) replacement. During the duration of this Contract, the Project Manager(s) will be in charge of the overall project for the Contractor who will endeavor to have at least one of them personally available via telephone or site visit within 24 hours notice, The Project Manager(s) will, for as long as they remain in the employ of contractor, be assigned to the project for the duration of this Contract. Contractor shall also replace any or all of the herein -named persons, along with any other employees of Contractor's when requested by the Hennepin County Sheriffs Office. The City of Ontario and City of Redlands will work through the Hennepin County Sheriffs Office on any issues of Contractor's employee(s) replacement. When requested to replace any or all of the herein -named persons, Contractor shall forthwith furnish resumes and other information to permit a proper review of the qualifications of any substitute person. 5. Agency Administration Lt. Robert Hamborg of the Hennepin County Sheriffs Office shall administer this Contract for work performed on behalf of the Hennepin County Sheriffs Office in the State of Minnesota and the participating agencies in Minnesota in order to coordinate the services of the Contractor so as to accomplish the purpose of this Contract. The City of Ontario shall administer this Contract for work performed on behalf of the Ontario Police Department in order to coordinate the services of the Contractor so as to accomplish the purpose of this Contract. The City of Redlands shall administer this Contract for work performed on behalf of the Redlands Police Department in order to coordinate the services of the Contractor so as to accomplish the purpose of this Contract. Compensation to Contractor shall be based upon established equipment product delivery and project goal schedules contained within this Contract for the Hennepin County Sheriffs Office and the participating agencies in Minnesota, the Ontario Police Department, and the Redlands Police Department. Contractor shall submit itemized invoices to the Hennepin County Sheriffs Office Contract Administrator upon completion of those established equipment delivery and/or project goals under the terms and conditions set out in this Contract. Payment will be made to Contractor upon completion of established equipment product delivery and/ or project goals defined in Project Schedules, Exhibit C in amounts specified according to the equipment delivery schedule, Contractor Agreement Wireless Demonstration Project — Phase 11 -6- man Cooperative Agreement #2000-9345-MN-IJ ("Grant funding'") funding for payment to Contractor under this Contract shall be in full force and effect for the period specified in Section 9, Start DatefTermination Date, based on the terms and conditions of Grant funding. Hennepin County representing Hennepin County Sheriffs Office is responsible for all payments made to Contractor for work performed under this Contract that is funded and paid for by the Grant under the terms and conditions of this Contract. City of Ontario representing Ontario Police Department and/or City of Redlands representing Redlands Police Department are only responsible for payment authorization to Hennepin County who is responsible for issuing payment from Grant funds to Contractor for completed work by Contractor for City of Ontario and/or City of Redlands and are not responsible for any direct payments to Contractor for work performed for City of Ontario and/or City of Redlands under this Contract. Contractor understands and agrees to the terms and conditions of the Grant and holds Hennepin County its officials, officers, agents, employees and volunteers, City of Ontario its officials, officers, agents, Contractor Agreement Wireless Demonstration Project — Phase 11 -7- employees and volunteers and/or City of Redlands its officials, officers, agents, employees and volunteers financially harmless for any work performed and/or delivered under this Contract that can not be paid for under Grant funding. Contractor understands that Grant funding can be terminated under certain Grant terms and conditions sooner than the one (1) year period. Contractor is still fully responsible for any methods, systems and/or hardware delivered and paid for with Grant funds under the terms and conditions of this Contract in the event of a Grant fund termination. If Grant funds for this reduc both the Contractor and the Participating ibur,661"'* 4 W-1 - i oil 01061�11114' - - I I I I WEM-AMPM1401000-1 MUMMER- - MILO • Any of the Participating Agencies may terminate performance of work under this Contract in whole or in part for convenience. If a Participating Agency elects to terminate this Agreement pursuant to this provision, the Participating Agency Contract Administrator shall notify the Contractor by certified mail, return receipt requested, thirty (30) days prior to the effective date of such termination. Such notice shall state t e extent of such termination, i.e., whether it is in whole or in part, and if in part, the exten), of the terminated portion. Termination shall be effective as of the close of business on the date specified in the notice. Upon receipt of a notice of termination for convenience, the Contractor shall be paid under the payment conditions of this Contract in accordance with the following provisions: a. At the Contract price(s) for completed deliverables delivered to and accepted by the Participating Agency for which it has not been previously paid, taking into consideration any assessed offsets. Contract deliverables are listed in the Contrac); Deliverable Requirement List, Exhibit D. b. At a reasonable price, negotiated between the Contractor and the Participating Agency, for partially completed deliverables less any amounts for assessed offsets, with the amount for each deliverable not to exceed the price of that deliverable speed in the Contract. In the event of a failure to agree upon a reasonable price the matter shall be resolved as a dispute between the Contractor and the Participating Agency. Any dispute resolution provisions of this Contract will take precedence. c. Any retention of holdback on payment amounts attributable to the terminated portion of the work shall be immediately paid. d. Any balance of Grant funds remaining after complete payment to the Contractor under the above conditions belongs to Hennepin County as being Grant Administrator, Any termination for convenience of performance of work under this Contract in whole or in part by one or more of the, Participating Agencies does not effect any Contract agreements with the remaining Participating Agency(ies), Only in the event of termination for convenience of performance of work under this Contract in whole by all of the Participating Agencies shall the entire Contract be terminated. Contractor Agreement Wireless Demonstration Project — Phase 11 -8- In the event that the Contractor becomes financially unstable to the point of threatening the ability of the Participating Agency(ies) to obtain the services provided for under the Contract, ceases to conduct business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or its assets, or becomes subject to or avails itself of any proceeding under the Federal Bankruptcy Act or any other statute relating to insolvency or the protection of the rights of creditors, the Participating Agency(ies) may, at their option, terminate their portion of this Contract effective upon notice. This Contract shall commence upon full acceptance and signing of this Contract by Hennepin County, City of Ontario and City of Redlands and shall be in full force and ffect thereafter until the earlier of (a) 24 months thereafter or (b) until completion of Contractor's VVireless Demonstration Project after being in full operation for 12 months. Such period is herein referred to as the "duration of this Contract." Subject to the provisions of Section 27, Limitations of Liability below, the Contractor agrees to defend, indemnify, and hold harmless Hennepin County and the Hennepin County Sheriffs Office in the State of Minnesota, the Hennepin County Sheriffs Office designated agencies in the State of Minnesota, the office of the INS, the City of Ontario and the Ontario Police Department in the State of California, the City of Redlands and the Redlands Police Department in the State of California, their officials, officers, agents, volunteers and employees from any liability, claims, causes of action, judgments, damages, losses, costs, or expenses, including reasonable attorneys fees, resulting directly or indirectly from any negligent or intentional act or omission of the Contractor, its subcontractors, anyone directly or indirectly employed by them, and/or anyone for whose negligent or intentional acts and/or omissions they may be liable in the performance of the services required by this Contract, and against all loss by reason of the failure of the Contractor to perform fully, in any respect, all obligations under this Contract, provided, however, that (1) Contractor will not be obligated to defend, indemnify or hold harmless any agency to the extent that such failure is a result of (a) the act or omission of that agency or (b) non-compliance with this Contract by that agency, and (2) Contractor"s obligation to defend, indemnify and hold an agency harmless will be conditioned upon (a) prompt notification by that agency of any claim or suit, (b) reasonable cooperation, at Contractor's expense, in Contractor's defense of such suit or claim, and (c) that agency will allow Contractor to have control of such defense and will not make any settlement or compromise of such suit or claim without the prior written consent of Contractor. If acts or omissions of the Contractor and/or subcontractor(s) cause loss or damage to the work being performed under this Contract, then the Contractor will use all reasonable Contractor Agreement Wireless Demonstration Project — Phase I[ -9- commercial efforts to settle with such subcontractor(s) by agreement or arbitration if such subcontractor(s) will so settle, Subject to the provisions of Limitations of Liability, Section 27 below, if such subcontractor(s) shall assert any claim against Hennepin County or the Hennepin County Sheriffs Office in the State of Minnesota, the Hennepin County Sheriffs Office designated agencies in the State of Minnesota, the office of the INS, the City of Ontario or the Ontario Police Department in the State of California, the City of Redlands or the Redlands Police Department in the State of California for Contractor's failure to pay such subcontractor(s) for work performed and/or materials supplied under this Contract, then Hennepin County, City of Ontario and/or City of Redlands (as the case may be) shall notify the Contractor, who shall indemnify and hold harmless Hennepin County and the Hennepin County Sheriffs Office its officials, officers, agents, employees and volunteers in the State of Minnesota, the Hennepin County Sheriffs Office designated agencies in the State of Minnesota their officials, officers, agents, employees and volunteers in the State of Minnesota, the office of the INS, the City of Ontario and the Ontario Police Department its officials, officers, agents, employees and volunteers in the State of California, the City of Redlands and the Redlands Police Department its officials, officers, agents, employees and volunteers in the State of California against any such claim, on the basis and subject to the terms and conditions set out in Section 10, Indemnification. 12. Contractor's Insurance In order to protect the Contractor and those listed above under the indemnification provisions, the Contractor agrees at all times during the term of this Contract and beyond such term when so required, to have and keep in force the following insurance coverage for both the State of Minnesota and the State of California, along with any required endorsements for work performed in the State of California: 1. Commercial General Liability on an occurrence basis with Contractual Liability coverage: Limits General Aggregate $1,000,000 Products- Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence - Combined Bodily Injury and Property Damage $1,000,000 2. Automobile Liability - Combined single limit each occurrence for bodily injury and property damage covering owned, non -owned, and hired automobiles. $1,000,000 3. Workers' Compensation and Employer's Liability: a. Workers' Compensation Statutory If the contractor is based outside the state of Minnesota, coverage must apply to Minnesota laws. Contractor must Contractor Agreement Wireless Demonstration Project — Phase 11 -10- have Work's Compensation endorsement for work performed in the State of California. 101 FQ_ TOM I Accident - Each accide000.0041 Disease - Policy Limit $1,000,004 Disease - Each Employee $1,000,004 4. Professional Liability - Per Claim and Aggregate $1,000,000 This insurance coverage, along with endorsements for work in California, must be maintained continuously for a period of five years after the termination of this Contract. An umbrella or excess policy over primary liability coverage is an acceptable method t# provide the required insurance limits. It is required that Contractor's insurance be placed with insurers with a current A.M. Best's rating no less than A:VIIl, licensed to do business in Minnesota and California. The above insurance limits establish minimum insurance requirements. It is the sole responsibility of the Contractor to determine the need for and to procure additional insurance, which may be needed in connection with this Contract. Copies of Contractor's insurance policies shall be submitted to Hennepin County, City of Ontario and/or City of Redlands upon written request. The Contractor shall not commence work until it has obtained required insurance and filed with Hennepin County, City of Ontario and City of Redlands an acceptable Certificate of Insurance which clearly evidences required insurance coverage. The certificate shall name Hennepin County, City of Ontario and City of Redlands as certificate holders and as an additional insured for the Commercial General Liability coverage with respect to operations covered under this Contract. The certificate should also show that Hennepin County, City of Ontario and City of Redlands will receive prior written notice in the event of cancellation, non -renewal, or material change in any described policies. The Contractor shall furnish to Hennepin County, City of Ontario and City of Redlands updated certificates during the term of the Contract as insurance policies expire. If the Contractor fails to furnish proof of insurance coverage, Hennepin County, City of Ontario and/or City of Redlands may withhold payments, authorization for payment and/or pursue any other right or remedy allowed under the contract, law, equity, and/or statute. The liability policies are to name as an additional insured all those parties listed in the indemnification provisions, Section 10 Indemnification, of this Contract for the Commercial General Liability coverage with respect to operations covered under this Contract using ISO additional Insured endorsement CG 20 10 or substitute providing equivalent coverage. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance program. The Contractor's coverage shall contain no Contractor Agreement VVireless Demonstration Project — Phase I I - 11 - special limitations on the scope of protection afforded to Hennepin County or the other additional insured. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Hennepin County or the other additional insured. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, or canceled by either party, reduced in coverage or in limits, or non -renewed, except after thirty (30) days prior written notice by certified mail, return receipt requested, has •-- given to Hennepin County, City of Ontario and City of Redlands. The Contractor shall include all subcontractors as insured under its policies or furnish separate certificates and endorsements for each subcontractor where applicable. All coverage for subcontractors shall be subject to all of the requirements stated herein. Subject to the provisions of Limits of Liability, Section 27, below, Contractor will be responsible for loss of or damage to (normal wear and tear excepted) any tangible personal property or real property of any Participating Agency which is used in connection with the performance of the Contract if such loss or damage is caused by the negligence, recklessness, or intentional tortious acts or omissions of the Contractor, its c,ubcontractors, or agents. Contractor shall not be responsible for the acts of Participating Agencies, employees of any Participating Agency, or contractors of any Participating Agency. 15. Affirmative Action Policies ,2) Non-discrimination. In accordance with Hennepin County's policies against discrimination, no person shall be excluded from full employment rights or participation in or the benefits of any program, service or activity on the grounds of race, color, creed, religion, age, sex, disability, marital status, sexual orientation, public assistance status, or national origin; and no person who is protected by applicable Federal or State laws, rules and regulations against discrimination shall be otherwise subjected to discrimination. b) Hennepin County Contract Compliance. Further, if this Contract is for a sum of over $100,000 or is one of several contracts with said Contractor within a 12-month period totaling more than $100,000 or is amended to exceed $100,000 and a written exemption was not granted or was withdrawn by the -• • Targeted Contract Services Division Director, then Contractor and Hennepin County agree that (1)"Hennepin County's Appendix X" forms and is a part of this Contract as though fully set forth herein, (2) Contractor will furnish all information and reports required by the Hennepin County Affirmative Action Policy, and (3) Contractor shall adopt and comply with the Hennepin County Board's Equal Employment Opportunity/Affirmative Action Policies with regard to employment. If at any time during the contract period the basis of an approved exemption should change, Contractor shall • the Director in writing within 10 calendar •. from the date • such change. Contractor Agreement Wireless Demonstration Project — Phase 11 -12- Hennepin County encourages Contractor to develop and implement an office paper and newsprint recycling program. Contractor shall not assign, hypothecate, sublet, transfer or pledge this Contract and/or the services to be performed hereunder, whether in whole or in part, without prior written consent of Hennepin County, City of Ontario and City of Redlands. The provisions of this contract shall be deemed severable. If any part of this Contract is rendered void, invalid, or unenforceable, such rendering shall not affect the validity or enforceability of the remainder of this Contract unless the part or parts which are void, invalid, or otherwise unenforceable shall substantially impair the value of the entire Contract with respect to either party. The parties further agree to substitute for the invalid provision, a valid provision that most closely approximates the economic effect and intent of the invalid provision. Contractor to assume responsibility to supply all services, material, hardware, and software for the proposed complete system whether or not the Contractor produces them. Hennepin County, City of Ontario, and City of Redlands will consider the Contractor to be the sole point of contact with regard to contractual matters, including payment of any and all charges resulting from this Contract. Contractor represents to the Participating Agencies that Contractor is qualified to do business in both Minnesota and California and that Contractor will obtain, if not already in possession, any necessary permits or licenses to do business in both Minnesota and California. It is agreed that nothing herein contained is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the parties hereto or as constituting the Contractor as the agent, representative or employee of Hennepin County, City of Ontario and City of Redlands for any purpose or in any manner whatsoever. Contractor is to be and shall remain an independent contractor with respect to all services performed under this contract. Contractor represents that it has, or will secure at its own expense, all personnel required in performing services under this Contract. Any and all personnel of Contractor or other persons, while engaged in the performance of any work or services required by Contractor under this Contract, shall have no contractual relationship with Hennepin County, City of Ontario and City of Redlands and shall not be considered employees of Hennepin County, City of Ontario and/or City of Redlands. Any and all claims that may or might arise under the Minnesota Economic Security Law or the Workers' Compensation Act of the State of Minnesota, along with any and all claims that may or might arise under similar laws in the State of California, on behalf of said personnel or other persons while so engaged, and any and Contractor Agreement Wireless Demonstration Project — Phase 11 -13- III goill Contractor agrees that Hennepin County, the Minnesota State Auditor, the ITIinnesota Legislative Auditor or any of their duly authorized representatives in the State oy Minnesota, City of Ontario, Ontario City Auditor, the California Legislative Auditor or any of their authorized representatives in the State of California and City of Redlands, Redlands City Auditor, the California Legislative Auditor or any of their authorized representatives in the State of California, at any time during normal business hours and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt and transcribe any books, documents, papers, records, etc., which are pertinent and involve transactions relating to this Contract. Such material must be retained for six years by the Contractor after Contract termination or cancellation. Contractor's accounting practices and procedures relevant to this Contract shall also be subject to examination by any or all of the aforesaid persons as often as and during such times as aforesaid. Contractor agrees to abide by the provisions of the Minnesota Government Data Practices Act and all other applicable state and federal laws, rules and regulations relating to data privacy or confidentiality, and as any of the same may be amended. Contractor also agrees to abide by any similar data practices or laws in the State of California and all other applicable State of California rules and regulations relating to data privacy or confidentiality in the State of California. Supplemental to any indemnification provision herein, Contractor agrees to defend and hold Hennepin County and the Hennepin County Sheriffs Office in the State of Minnesota, the Hennepin County Sheriffs Office designated agencies in the State of Minnesota, the City of Ontario in the State of California and the City of Redlands in the State of California, their officers, agents and employees harmless from any claims resulting from Contractor's unlawful disclosure and/or use of such protected data. The terms of this paragraph shall survive the cancellation or termination of this Contract. Contractor will be responsible for Contractor's and/or subcontractor's personnel, or that of its officials, officers, employees, or agents complying with these statutes and regulations. Contractor will complete any necessary nondisclosure agreements and obtain any and all necessary clearances required for work under this Contract. Any publicity given to the demonstration project provided herein, including but not limited to, notices, information pamphlets. , press releases, research, reports, signs, and similar public notices prepared by or for the Contractor, shall identify Hennepin County Sheriffs Office, Ontario Police Department and/or Redlands Police Department as participating in the Wireless Fingerprint Demonstration Project sponsored by the United States Department of Justice, Nli program, Any publicity related to the demonstration project involving the Participating Agencies shall not be released without prior approval by the Contractor Agreement Wireless Demonstration Project — Phase III _1® named Participating Agency(ies). The Contractor retains the right to present system performance information to potential customers. The Laws of the State of Minnesota shall govern all questions and interpretatio concerning the validity and construction of this Contract and the legal relations betwee the Contractor and Hennepin County representing Hennepin County Sheriffs Office an* the participating agencies in the State of Minnesota. The appropriate venue an* jurisdiction for any litigation hereunder will be those courts located within the County Hennepin, State of Minnesota. Litigation, however, in the federal courts involving th herein parties will be in the appropriate federal court within the State of Minnesota. any provision of this Contract is held invalid, illegal or unenforceable, the remainia provisions will not be affected. The Laws of the State • California shall govern questions and interpretations concerning the validity and construction of this Contra and the legal relations between the Contractor and the City of Ontario and the Ontari,* Police Department. The appropriate venue and jurisdiction for any litigation between th- Contractor and the City of Ontario and the Ontario Police Department will be thos courts located within the San Bernardino, California. The Laws of the State of Californl' shall govern all questions and interpretations concerning the validity and construction this Contract and the legal relations between the Contractor and the City of Redland and the Redlands Police Department. Notwithstanding anything to the contrary in this Section, if Hennepin County is a party to litigation arising out of this Contract, Minnesota law shall govern in the event there is a conflict of laws. 27. Limitations of Liability It is understood that the subject project is a demonstration effort and that Contractor is keenly motivated to satisfy the needs of the County and the Participating Agencies. Contractor is not, however, prepared to accept open-ended liabilities for failures of the project to satisfy these needs. The obligations of Contractor under this Contract are to use reasonable commercial efforts to satisfy the requirements of this Contract. In the event any part of the equipment or services to be provided by Contractor fails to comply with the specifications set out in this Contract, Contractor will use all reasonable commercial efforts to achieve compliance with such specifications. In the event of any delay in the delivery of any part of such equipment, Contractor will use all reasonable efforts to expedite delivery of such equipment. - - - - - - - - - - - Contractor Agreement Wireless Demonstration Project — Phase 11 -16- SAVINGS, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATED TO OR ARISING FROM THIS CONTRACT, THE SALE OR USE OF THE EQUIPMENT, OR THE SERVICES PROVIDED BY THE CONTRACTOR PURSUANT TO THIS CONTRACT, EXCEPT FOR REASONABLE INCIDENTAL DAMAGES RESULTING FROM CONTRACTOR'S BREACH OF THIS CONTRACT WHICH ARE FOR COSTS OF INSPECTION, RECEIPT, PACKAGING, TRANSPORTATION, RECOVERY OF EQUIPMENT, AND/OR CUSTODY OF EQUIPMENT RIGHTFULLY REJECTED. If Contractor shall fail to fulfill its obligations under this Contract properly and timely, or if Contractor shall violate any of the covenants, agreements, or stipulations of this Contract, thereupon Hennepin County, City of Ontario and/or City of Redlands shall have the right to terminate this Contract if Contractor has not cured the default after receiving thirty (30) days written notice. This Contract may then be terminated by Hennepin County, City of Ontario and/or City of Redlands by giving at least three (3) days written notice to Contractor of such termination and specifying the effective date thereof. Hennepin County, City of Ontario and City of Redlands shall not be obligated to pay for services which do not comply with the terms of this Contract. Notwithstanding the above, but subject to the provisions of Section 27 Limitations of Liability above, Contractor shall not be relieved of liability to any Participating Agency for damages sustained by such Participating Agency by virtue of any breach of this contract by Contractor, and the affected Participating Agency may withhold any payments or authorizations for payment to the Contractor for the purpose of set-off until such time as the exact amount of damages due to such Participating Agency is determined. It is agreed that any right or remedy provided for herein shall not be considered as the exclusive right or remedy of the Participating Agency for any default in any respect by the Contractor, but such right or remedy shall be considered to be in addition to any other right or remedy hereunder or allowed by law, equity, or statute. The failure of a Participating Agency to insist upon strict performance of any covenant, agreement, or stipulation of the contract or to exercise any right herein contained shall not be a waiver or relinquishment of such covenant, agreement, stipulation, or right, unless the affected Participating Agency consents thereto in writing. Any such written consent shall not constitute a waiver or relinquishment in the future of such covenant, 2greement, stipulation or right. 11111111�� iiipp�i � iff 111111 11 1 M I I � I � 1 1 IT . . . 0 1 All right, title, and interest for all products, systems, computer hardware, and/or equipment, purchased under Cooperative Agreement #2000-9345-MN-IJ and used for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota under the terms and conditions of this Contract belong to Hennepin County, This includes the right for continued usage of all licensed software products and systems paid for under Cooperative Agreement # 2000-9345-MN-IJ and used for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota. All right, title, and interest for all products, systems, computer hardware., and/or equipment Contractor Agreement Wireless Demonstration Project — Phase 11 -17- purchased under Cooperative Agreement # 2000-9345-MN-IJ — and used for Ontario Police Department under the terms and conditions of this Contract belong to City of Ontario. This includes the right for continued usage of all licensed software products a systems paid for under Cooperative Agreement #2000-9345-MN-IJ and used for Ontar Police Department. All right, title, and interest for all products, systems, computer .%urchased under CootQrative A -9345 M1 nwarroUsi i i *xment _----jF.,reement #2000 IJ and used for the Redlands Police Department under the terms and conditions of this Contract belong to City of Redlands. This includes the right for continued usage of all licensed software products and systems paid for Cooperative Agreement #2000-9345- MN-IJand used for Redlands Police Department. Hennepin County, City of Ontario, an City of Redlands are not required at the end of this Contract to return any products, systems, software licenses (subject to the terms of the license), hardware and/or equipment purchased under Cooperative Agreement #2000-9345-MN-IJ to the Contractor or to any of Contractor's subcontractors personnel, or that of its officials, officers, employees, or agents. I For any equipment purchases required for use under this Contract and not specified or indicated by brand and/or name within this Contract, Hennepin County representing Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, City of Ontario representing Ontario Police Department, and City of Redlands representing Redlands Police Department reserves the right to request product equipment for evaluation before making a purchasing decision under this Contract. Furthermore, Hennepin County, City of Ontario, and City of Redlands reserves the right to return any unused products and/or equipment specified under this Contract within thirty (30 days) of shipment without penalty. Contractor will provide procedures for returning delivered equipment and for cancellation of ordered equipment not yet delivered. The Contractor shall provide hardware and software capable of successfully processing year 2000 dates according to established Hennepin County guidelines for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota. Contractor shall provide hardware and software capable of successfully processing year 2000 dates according to established City of Ontario guidelines for City of Ontario Police Department. Contractor shall provide hardware and software capable of successfully processing year 2000 dates according to established City of Redlands guidelines for City of Redlands Police Department. In the event that no prior year 2000 (Y2K) guidelines exist, then established State of Minnesota Y2K guidelines shall prevail for the Participating Agencies in the State of Minnesota and State of California Y2K guidelines shall prevail for the Participating Agencies in the State of California. The Contractor warrants that any materials or products provided or produced by the Contractor or utilized by the Contractor in the performance of this Contract will not infringe or violate any patent, copyright, trade secret, or any other proprietary right of any Contractor Agreement Wireless Demonstration Project — Phase 11 -18- third party. In the event of any such claim by any third party against Hennepin Coun Sheriff's Office and/or the participating agencies in the State of Minnesota, their official officers, agents, employees and volunteers, Ontario Police Department in the State California, its officials, officers, agents, employees and volunteers, and the Redland Police Department in the State of California, its officials, officers, agents, employees an volunteers, Hennepin County Sheriffs Office will promptly notify the Contractor and, th Contractor, at the Contractor's expense, shall defend, indemnify and hold harmles Hennepin County and the Hennepin County Sheriffs Office in the State of Minnesot the Hennepin County Sheriffs Office designated agencies in the State of Minnesota, th City of Ontario and the Ontario Police Department in the State of California, the City Redlands and the Redlands Police Department in the State of California against an loss, cost, expense, or liability (including attorney's fees) arising out of such clai provided that the affected Participating Agencies cooperate with Contractor in th defense of such claim and do not make any settlement or compromise without the pri written consent of Contractor . If such a claim has occurred, or in the Contractor's opinion is likely to occur, the Contractor shall use reasonable commercial efforts to either procure for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, Ontario Police Department in the State of California, and the Redlands Police Department in the State of California, the right to continue using the material or product or replace or modify materials or products. If, despite using reasonable commercial efforts, Contractor is unable to procure such right, the Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, Ontario Police Department in the State of California, and the Redlands Police Department in the State of California, shall return the materials or products to the Contractor, upon written request of Contractor, and at Contractor's expense, and Contractor shall return to Hennepin County all payments made to Contractor under this Contract. P # # All right, title, and interest in all copyright material which Contractor shall conceive or originate, either individually or jointly with others, and which arises out of the performance of this Contract, will be and remain the sole property of Contractor. lir ��; �iil 1`1111 i 11111 I 1 41! : The Contractor and its subcontractors agree to identify all Contractor and subcontractor sensitive documents and information (herein called "Confidential Information"), not contained within the Contract, as confidential and/or proprietary information. The use and disclosure of any such Confidential Information to Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota shall be governed by the Minnesota Data Practices Act (Minnesota Statutes, Section 13.37). The use and disclosure of any such Confidential Information to Ontario Police Department in the State of Califomia, and the Redlands Police Department in the State of California shall be governed by applicable State of California laws. 0 Contractor Agreement Wireless Demonstration Project — Phase 11 -19- State law, any third 'party seeks the release of any the Contractor's and/or subcontractor's Confidential Information, Hennepin County, City of Ontario, and/or City of Redlands will notify the Contractor of such request so that Contractor may promptly seek a court order protecting such information. The Contractor shall be primarily responsible for defending any request seeking such release, and shall defend, indemnify and hold harmless Hennepin County and the Hennepin County Sheriffs Office in the State of Minnesota, the Hennepin County Sheriffs Office designated agencies in the State of Minnesota, the City of Ontario and the Ontario Police Department in the State of California, the City of Redlands and the Redlands Police Department in the State of California, its combined member agents and employees, from any judgment awarded, including attorney fees, against Hennepin County and the Hennepin County Sheriffs Office in the State of Minnesota, the Hennepin County Sheriffs Office designated agencies in the State of Minnesota, the City of Ontario and the Ontario Police Department in the State of California, the City of Redlands and the Redlands Police Department in the State of California for failure to produce such Confidential Information in response to such request. Under the terms of this Contract, Hennepin County, City of Ontario, and/or City of Redlands have the right to use or disclose the technical data to the extent otherwise provided in this Contract or by law. Hennepin County, City of Ontario, and City of Redlands do not assume liability for the use or disclosure of unmarked technical data. Hennepin County, City of Ontario, and City of Redlands reserve the right to retain copies of any reports, studies, photographs, negatives, or other documents prepared andlor attached to this Contract by Contractor and not marked as confidential and/or as propdetary information in the performance of Contractor's obligations under this contract. Copies of all such materials shall remain with Hennepin County, City of Ontario, and City of Redlands upon completion, termination or cancellation of this Contract. 36. Errors and Omissions The Contractor shall not take advantage of any errors and omissions in the system specifications. Where errors or omissions appear in the specification, the Contractor shall promptly notify Hennepin County, City of Ontario and/or City of Redlands of such error or omission. Inconsistencies in the specifications shall be reported to Hennepin County Sheriffs Office as primary agency whenever found. For correction of any errors and omissions, Hennepin County, City of Ontario, and/or City of Redlands will furnish additional instructions with reasonable promptness, by means of drawings, addendum, or otherwise what, is necessary for proper execution of the work. All such instructions will be consistent with the Contract and reasonable inferable there from. In giving such additional instructions, each agency shall have authority to make minor changes in the work not involving extra cost and not inconsistent with the purpose of the work. Contractor Agreement Wireless Demonstration Project — Phase 11 -20- If, knowing of an error or omission and prior to correction thereof the Contractor proceeds with any work affected thereby, it shall do so at its own risk. Work so done shall not be considered as work done under the Contract unless and until approved and accepted. In case of any discrepancy, specifications shall govern over diagrams. The Contract shall be interpreted and construed in accordance with Section 26, "Minnesota and California Laws Govern". Before any party to this Contract may bring suit • than a suit for injunctive relief)i in any court concerning an issue relating to this Contract, it shall first seek in good faith to resolve the issue through negotiation or other forms of binding or non -binding alternative dispute resolution mutually acceptable to the parties. City of Ontario reserves the right in any legal action between the Contractor and the City of Ontario to claim that the prevailing party in litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. • It shall be understood that the Contractor will not undertake to hold Hennepin County and the Hennepin County Sheriffs Office in the State of Minnesota, the Hennepin County Sheriffs Office designated agencies in the State of Minnesota, the office of the INS, the City of Ontario and the Ontario Police Department in the State of California, the City of Redlands and the Redlands Police Department in the State of California responsible in any manner for any damages or loss of money to Contractor due to delays during the duration of this Contract. Any requests for extensions of time under this Contract for Hennepin County shall be made in writing to Hennepin County Sheriffs Office. Hennepin County Sheriffs Office will respond to Contractor's request in writing within 10 days of receiving the request. Hennepin County Sheriffs Office at its sole discretion reserves the right to limit extensions of time and/or not grant any extensions of time to Contractor under this Contract. Any requests for extensions of time under this Contract for City of Ontario shall be made in writing to the Ontario Police Department. Ontario Police Department will respond to Contractor's request in writing within 10 days of receiving the request, Ontario Police Department at its sole discretion reserves the right to limit extensions of time and/or not grant any extensions of time to Contractor under this Contract. Any requests for extensions of time under this Contract for City of Redlands shall be made in writing to the Redlands Police Department. Redlands Police Department will respond to Contractors request in writing within 10 days of receiving the request. Redlands Police Department at its sole discretion reserves the right to limit extensions of time and/or not grant any extensions of time to Contractor under this Contract. All equipment and materials proposed and supplied under the terms of this Contract shall be of current design and new manufacture. Contractor Agreement Wireless Demonstration Project — Phase 11 -21 - require prior written approval from the relevant agency before any equipment installations are done All vehicular equipment installations for the Ontario Police Department will require prior written approval from the Ontario Police Department before 2ny equipment installations are done. All vehicular equipment installations for the Redlands Police Department will require prior written approval from the Redlands Police Department before any equipment installations are done. For all office and vehicular equipment installations, Contractor agrees to observe and enforce upon itself and all subcontractors all applicable sections of the Occupational Safety and Health Act of 1970 as amended, and shall be subject to inspections by authorized officials for compliance. Contractor agrees that all office and vehicular tquipment provided and/or installed either by the Contractor and/or Contractor's subcontractors under the terms of this Contract shall be designed, built, and tested to comply with recognized standards as appropriate. Where minimum standards of performance criteria are set forth in applicab - specifications, Contractor agrees not to compromise any of these standards performance criteria. Where specific standards are not mentioned or defined for t - Contractors equipment, systems and/or methods being provided under this Contra then Contractor will incorporate equipment, systems andlor methods consistent wi reliability and performance of standards for similar equipment, systems and/or metho when elsewhere specified. Participating Agencies understand that any requirements n specifically included in this Contract will be addressed under Change Order as defined i Section 51. Agencies should recognize this as potential cost impact if a specific safe issue is introduced or considered which has not been specifically stated in th document. Contractor will not proceed with any Contract deployment of equipmen systems and/or methods requiring FCC approval until such licenses and/or approval h been obtained. Contractor will provide copies of any required FCC licenses and/ approval before installations are begun. Contractor shall provide complete on -site end -user and support training on Contractor's system, include any third party systems provided and used under the terms and conditions of this Contract to all agency officers (end -users) and trainers of Hennepin County and the participating agencies in Minnesota, Ontario Police Department and Redlands Police Department. Training provided by Contractor shall consist of least one 8 hour session and provide on -site training at Hennepin County Sheriffs Office for the Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, on -site training at City Ontario Police Department and on -site training at City of Redlands Police. Under the terms and conditions of this Contract being a pilot project, Contractor shall identify the known risks and limitations of using Contractor"s system during training to Hennepin County and the participating agencies in Minnesota, Ontario Police Department and Redlands Police Department. Contractor will state the purpose under which the Contractor's System is being provided and that the System is an experimental pilot system without any prior operational history. Contractor will also state that, being an experimental pilot system, officers should not make any legal decisions based on the results of the System. Contractor Agreement Wireless Demonstration Project — Phase I[ -23- Contractor shall provide printed training and user manuals to all personnel of the Hennepin County and participating agencies in Minnesota, City of Ontario Police Department and City of Redlands Police Department agencies during training. Contractor shall also identify in Contractor's printed training and user manuals the known risks and limitations of using Contractor's system. Contractor will continue to provide new and/or revised training to all agencies on any revisions of Contract&s equipment and/or systems provided under the terms and conditions of this Contract. -3= Under the terms and conditions of this contract, Hennepin County does not assume an responsibility for completion or quality of Contractor's work in City of Ontario portion this Contract or the completion or quality of Contractor's work in City of Redlands portio of this Contract. Hennepin County is only responsible to the City of Ontario and City Redlands, under the terms and conditions of this Contract, for issuing payment fro Grant funds to Contractor upon Contractor completing City of Ontario equipme deliveries and project milestones and City of Redlands equipment deliveries and proje n milestones set forth in Project Schedules, Exhibit C and equipment delivery, syste integration and services schedule of Contract Deliverable Requirements List, Exhibit D Written authorization from City of Ontario and City of Redlands is required before an payment will be issued by Hennepin County to the Contractor from Grant funds. Suc authorizations shall not be unreasonably withheld or delayed. 44. Project Schedules The overall project schedule and the project schedules for Hennepin County and the participating agencies in the State of Minnesota will be approved by the Hennepin County Sheriffs Office and is provided as part of this Contract in Project Schedules, Exhibit C. The project schedule for City of Ontario will be approved by the Ontario Police Department and is provided as part of this contract in Project Schedules, Exhibit C. The project schedule for City of Redlands will be approved by the Redlands Police Department and is provided as part of this contract in Project Schedules, Exhibit C. All project schedules contained in Project Schedules, Exhibit C must be approved in advance by Hennepin County, City of Ontario and City of Redlands. No such required approvals will be unreasonably withheld or delayed. 45. Payment Schedule Hennepin County Sheriffs Office of Hennepin County under the terms of the DOJ Grant is authorized to issue payments to Contractor for all products, goods, services and work provided under the terms of this contract for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, City of Ontario Police Department, and City of Redlands Police Department. Hennepin County hereby agrees, in consideration of the covenants and agreements specified to be kept and performed by the Contractor, to pay the Contractor when the terms and conditions of the contract, along with the specifications have been fully completed and fulfilled on the part of the Contractor in accordance with the system acceptance procedures defined in System Acceptance, Section 49 and acceptance Contractor Agreement Wireless Demonstration Project — Phase 11 -24- criteria defined in Acceptance Test Criteria, Section 50. Hennepin County Sheriffs Offict as lead member agency of the Wireless Demonstration Project under the terms of the NIJ Grant will issue payments to the Contractor for products, goods, services and work performed under this contract according to attached equipment delivery, system integration and services schedule of Contract Deliverable Requirements List, Exhibit D. Hennepin County will issue payment to Contractor for equipment delivery by Contractor to City of Ontario for Ontario Police Department according to the equipment delivery schedule in Contract Deliverable Requirements List, Exhibit D when City of Ontario issues such written authorization for payment to Hennepin County. Hennepin County will issue payment to Contractor for system integration and services upon City of Ontario satisfaction of Contractor's completion of Ontario Police Department project goals according to the system integration and services schedule contained in both the Project Schedules, Exhibit C and the Contract Deliverable Requirements List, Exhibit D when City of Ontario issues such written authorization for payment to Hennepin County. The City of Ontario will not unreasonably withhold or delay such authorization. Hennepin County will issue payment to Contractor for equipment delivery by Contractor to City of Redlands for Redlands Police Department according to the equipment delivery schedule in Contract Deliverable Requirements List, Exhibit D when City of Redlands issues such written authorization payment to Hennepin County. Hennepin County will issue payment to Contractor for system integration and services upon City of Redlands satisfaction of Contractor's completion of Redlands Police Department project goals according to the system integration and services schedule contained in both Project Schedules, Exhibit C and Contract Deliverable Requirements List, Exhibit D when City of Redlands issues such written authorization for payment to Hennepin County. The City of Redlands will not unreasonably withhold or delay such authorization. 46. Payment Terms and Conditions Hennepin County agrees to process payment request from Contractor for the delivery and integration of hardware equipment indicated in the equipment delivery schedule of Contract Deliverable Requirements List, Exhibit D and according to the following payment terms: a) Contractor provides equipment -only invoices for equipment delivered. Payment will be issued under the payment terms of this Contract to the Contractor for equipment delivered according to the equipment delivery schedule of Contract Deliverable Requirements List, Exhibit D for each agency. Hennepin County Sheriffs Office reserves the right to request and inspect all copies of third (3d) party equipment invoices provided to Contractor for delivery of equipment to Contractor for equipment that Contractor does not assemble or manufacture. b) Contractor provides written acceptance of equipment shipment from agency at time of invoice. Contractor Agreement Wireless Demonstration Project ® Phase I[ -25- c) Hennepin County will issue a 75% payment of invoice total to Contractor according to Hennepin County payment polices as defined in this Contract. Balance of payment equipment invoice (25%) will be made by Hennepin County upon completion of integration and acceptance of such equipment. It may be required for Contractor to complete integration and acceptance of additional equipment with the current equipment before balance of payment (25%) is paid. In such cases, there may be several outstanding balances of payments (25%) on multiple pieces of equipment that require final integration and acceptance before final payment is made. f) Upon completion and acceptance of equipment integration, Contractor can issue invoice(s) for payment of balance(s) on delivered equipment(s) by including the original invoice number(s). Contractor must provide written acceptance of completion of hardware integration with each invoice. Contractor must identify by invoice number used on original invoice which balance of payment(s) is being sought. e) Acceptance of integration for remaining (25%) hardware payment will be determined as part of Contractor's conformance to this Contract. Hennepin County Sheriffs Office will determine acceptance of Contractor's integration of hardware and/or software as completed in Minnesota. The City of Ontario will determine acceptance of Contractors integration of hardware and/or software as completed for City of Ontario Police Department. The City of Redlands will determine acceptance of Contractors integration of hardware and/or software as completed for City of Redlands Police Department. 2) Project Integration, Third Party Service Costs and Contractor Administration Payment Terms Hennepin County agrees to process payment request from Contractor for general project integration, third party service and contractor administration costs for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, City of Ontario Police Department, and City of Redlands Police Department indicated in the system integration and services schedule of Contract Deliverable Requirements List, Exhibit D and according to the following payment terms: a) Contractor provides System Integration/Services invoices for system integration and systems performed. Payment will be issued under the payment terms of this Contract to the Contractor for general project integration, third party service and Contractor administration costs according to the system integration and services schedule of Contract Deliverable Requirements List, Exhibit D after completion and final acceptance of that portion of the project according to Acceptance Test Criteria of this Contract and the Project Acceptance Tests, Exhibit G. For the Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, payment for general project integration, third party service and contractor administration costs upon completion and final acceptance for project work completed according to the system integration and services schedule Contractor Agreement Wireless Demonstration Project — Phase If -26- of Contract Deliverable Requirements List, Exhibit D. Contractor's completion and final acceptance for each project goal in the Project Schedule, Exhibit C and the system integration and services schedule of Contract Deliverable Requirements List, Exhibit D shall be determined by the Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota according to Acceptance Test Criteria of this Contract and the Project Acceptance Tests, Exhibit G. c) For the City of Ontario Police Department, payment for general project integration, third party service and contractor administration costs upon completion and final acceptance for project work completed according to the system integration and services schedule in Contract Deliverable Requirements List, Exhibit D. Contractor's completion and final acceptance for each project goal in the Project Schedule, Exhibit C and the system integration and services schedules in Contract Deliverable Requirements List, Exhibit D shall be determined by the City of Ontario for Ontario Police Department according to Acceptance Test Criteria of this Contract and the Project Acceptance Tests, Exhibit G. d) For the City of Redlands Police Department, payment for general project integration, third party service and contractor administration costs upon completion and final acceptance for project work completed according to the system integration and services schedule in Contract Deliverable Requirements List, Exhibit D. Contractor's completion and final acceptance for each project goal in Project Schedule, Exhibit C and the of system integration and services in Contract Deliverable Requirements List, Exhibit D shall be determined by the City of Redlands for the City of Redlands Police Department according to Acceptance Test Criteria of this Contract and the Project Acceptance Tests, Exhibit G. e) Contractor shall issue invoice for payment to Hennepin County any outstanding general project integration, third party service and/or contractor administration costs defined in the project budget contain in Contract Deliverable Requirements List, Exhibit D but not defined or covered in the above payment terms and conditions after completion and acceptance of the entire project according to the Project Schedule, Exhibit C. In all cases, Participating agencies will not unreasonably withhold or delay payment *r any approval or other pre-conditi6n to payment, acceptance or performance. MMUM All equipment and/or systems under this Contract shall be delivered to appropriate Participating Agency destinations with all transportation changes paid in full. Deliveries must be made during normal business hours. Contractor shall select the means and methods of transportation and shall be responsible for unloading all goods. All transportation charges, including but not limited to, switching insurance, trucking. lighterage, special handling, unloading and warehousing will be the responsibility of the Contractor. The following additional equipment delivery terms apply under this Contract. Contractor Agreement Wireless Demonstration Project — Phase 11 -27- a) Delivery of equipment to Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota is to be made according to the Hennepin County Sheriffs Office approved equipment delivery schedule as defined in the Contract Deliverable Requirements List, Exhibit D. Hennepin County Sheriffs Office will not issue any payment for any equipment not currently required for integration according to the equipment delivery schedule for Hennepin County Sheriffs Office, and/or the participating agencies equipment delivery schedule for the Hennepin County Sheriffs Office designated agencies in the State of Minnesota. b) Delivery of equipment to City of Ontario for the Ontario Police Department is to be made according to the City of Ontario approved equipment delivery schedule as defined in Contract Deliverable Requirements List, Exhibit D. Delivery of equipmeni to City of Redlands for the Redlands Police Department is made according to the City of Redlands approved equipment delivery schedule as defined in Contrac) Deliverable Requirements List, Exhibit D. c) Delivery of equipment intended for integration in the State of Minnesota is to be shipped to a pre -approved Hennepin County Sheriffs Office site. Hennepin County Sheriffs Office will make storage area available for equipment intended for use and/or integration at Hennepin County Sheriffs Office. The participating agencies of Hennepin County Sheriffs Office in the State of Minnesota will make storage area available for equipment intended for use and/or, integration at their agency site. d) Delivery of equipment intended for use and/or integration in the City of Ontario Police Department is to be shipped to a pre -approved City of Ontario Police site. City of Ontario Police Department will make storage area available for equipment intended for use and/or integration at their agency site. e) Delivery of equipment intended for integration in the City of Redlands Police Department is to be shipped to a pre -approved City of Redlands Police site. City of Redlands Police Department will make storage area available for equipment intended for use andlor integration at their agency site. All shipping and delivery charges are to have been paid in advanced by Contractor before any shipment of equipment is accepted. No equipment shipped from Contractor andlor any subcontractor(s) will be accepted when shipped Cash On Delivery (COD). Any COD shipment will be refused. g) All delivered equipment by Contractor and/or subcontractor at the destination facility will be checked against a shipping invoice by a representative of that agency. Hennepin County Sheriffs Office is only responsible for equipment shipped to Hennepin County Sheriffs Office. Participating agencies of Hennepin County Sheriffs Office in the State of Minnesota are responsible for their own agencies. The City of Ontario Police is responsible for equipment shipped to City of Ontario Police Department. The City of Redlands Police is responsible for equipment shipped to City of Redlands Police Department. 11 give Contractor n) Each agency upon acceptance of shipment from Contractor wi written signature of acceptance, Contractor will provide to Hennepin County Sheriffs Contractor Agreement Wireless Demonstration Project — Phase 11 -28- Office at time of payment request written acceptance of shipment from each agency. Hennepin County will not issue any payments for equipment delivery without a signed acceptance from agency. i) Contractor is fully responsible for all delivered equipment from Contractor and Contractor's subcontractors. This includes, but not limited to, insurance, storage and security of equipment. Contractor must provide both thief and fire loss insurance on all stored equipment. Contractor is responsible for both the handling and the safe storage of delivered equipment. j) Contractor is responsible for any additional handling a nd/or delivery charges of equipment if initial delivery storage place is not final place of use and/or integration of equipment. Agency acceptance of delivered equipment prior to full system acceptance as specified in this Contract does not relieve the Contractor from providing the System Warranty/Maintenance under Section 58 of this Contract for the full warranty term. Each of the Participating Agencies reserves the right to inspect equipment upon delivery to the installation site (and warehouse site, if applicable) for the purpose of identifying the equipment, inspecting for damages, and general verification of quantities. Such inspection shall not be construed as final or as acceptance of any goods not in conformance with the Contract or as acceptance under the System Acceptance Plan. If, when delivered, there are apparent defects in the equipment (through damage or otherwise), the Participating Agency with the equipment problem shall give prompt written notice thereof to the Contractor, Contractor shall, without cost to the Participating Agency(ies), correct the defect or replace the equipment with non -defective equipment. The Participating Agency(ies) Project Administrator may refuse to accept delivery of any equipment that is apparently defective, If there are no apparent defects, and the required quantities of equipment have been verified, then the Project Administrator of the Participating Agency(ies) shall accept delivery, In all cases, Participating agencies will not unreasonably withhold or delay payment or any approval or other pre -condition to payment, acceptance or performance. 112511i mzmi Contractor will provide complete and detailed system Detail Design Documents as part of this Contract as specified in Contract Deliverable Requirements List, Exhibit D to finalize and document the design of the Contractors system as set forth in Statement of Work, Exhibit B and as part of Technical Documents, Exhibit H. Contractor will document all aspects of system operation and interfaces, including complete functional specifications of both the Contractors system and any subsystems provided by subcontractors, along with project monitoring procedures. The system design and documentation shall be in sufficient detail to permit technically qualified project representatives from Hennepin County, City of Ontario and City of Redlands to understand the operation of the Contractor's system for each of their agencies along with any additional subsystems provided by subcontractors including project monitoring procedures. The documentation shall include a description of the. functional and Contractor Agreement Wireless Demonstration Project — Phase 11 -29- operational requirements of the entire system, the equipment involved in the system, and the engineering specifications and initial drawings governing system configuration, installation, optimization, and testing of the Contractor's system. Contractor will submit the Detail Design Documents as appropriately specified in Contract Deliverable Requirements List, Exhibit D for the Hennepin County Sheriffs Office and the participating agencies of Minnesota portion of the Contract for review and approval by Hennepin County. Contractor will submit the Detail Design Documents as appropriately specified in Contract Deliverable Requirements List, Exhibit D for the Ontario Police Department portion of the Contract for review and approval by City of Ontario. Contractor will submit the Detail Design Documents as appropriately specified in Contract Deliverable Requirements List, Exhibit D for the Redlands Police Department portion of the Contract for review and approval by City of Redlands. These approvals shall not be unreasonably withheld or delayed. Each Participating Agency upon receipt of the Detail Design Documents being received from the Contractor shall have thirty (30) calendar it to review and make any necessary changes in the proposed Detail Design Document(s). The Participating Agency and the Contractor will jointly work together on proposed changes in the Detail Design Document(s) by both the Contractor and the Participating Agency until both are in agreement as follows. Contractor Agreement Wireless Demonstration Project — Phase 11 -30- Design Document, then the Contractor may either submit another revision or treat the matter as a dispute. In either case, the Project Schedule shall be extended accordingly. Contractor can issue request for payment • upon approval of each appropriate Detail Design Document specified in Contract Deliverable Requirements List, Exhibit D from each appropriate Participating Agency. Contractor shall not proceed with any purchase and/or installation of equipment and/or systems as specified in the Contract Deliverable Requirements List, Exhibit D until the appropriate Detail Design Document(s) specified under the Contract Deliverable Requirements List, Exhibit D have been approved by the appropriate Participating Agency. Contractor will test system in accordance with the Acceptance Test Criteria conditions set forth in Section 50, Acceptance Test Criteria and the Project Acceptance Tests, Exhibit G, supplemented by any changes in the test plans and/or procedures from any approved changes to the Statement of Work, Exhibit B and approved changes to appropriate technical documents in Technical Documents, Exhibit H. Upon successful completion of all project milestones and the successful completion of appropriate Acceptance Tests specified in Project Acceptance Tests, Exhibit G, at each Participating Agency, and in accordance with the Project Schedules, Exhibit C, the Contractor and the Participating Agency will execute a signed document of Initial Acceptance. City of Ontario and City of Redlands will submit copies of their signed Initial Acceptance documents to the Hennepin County Sheriffs Office. Minor omissions or variances in performance that do not materially affect the operation of the system as a whole will not postpone signing of the Initial Acceptance documents between the Participating Agency and the Contractor. Contractor Agreement Wireless Demonstration Project — Phase 11 -31 - clisagreesTrim ana Ises Yo corremM be corrected by the Participating Agency, then the Contractor may either submit another method and/or revision to resolve the problem or treat the matter as • dispute. Final Acceptance for each Participating Agency shall occur upon the resolution of all items in the Problem List, the successful completion of the 30 day reliability test period, and the delivery of all remaining Contract deliverables, at which time the Participating Agency shall execute a signed document of Final Acceptance. The City of Ontario and City of Redlands will submit copies of their signed Final Acceptance documents to thit Hennepin County Sheriffs Office. For the Hennepin County Sheriffs Office portion of the project, Contractor agrees to notify Hennepin County when the System is ready for acceptance testing. Contractor and Hennepin County agree to commence acceptance testing within fourteen (14) days after receiving such notification. For the Ontario Police Department portion of the project, Contractor agrees to notify City of Ontario when the System is ready for acceptance testing. Contractor and City of Ontario agree to commence acceptance testing within fourteen (14) days after receiving such notification. For the Redlands Police Department portion of the project, Contractor agrees to notify City of Redlands when the System is ready for acceptance testing. Contractor and City of Redlands agree to commence acceptance testing within fourteen (14) days after receiving such notification. If testing is delayed for reasons within the control of Participating Agencies or its contractors, agents Contractor Agreement Wireless Demonstration Project — Phase 11 -32- and consultants for more than fourteen (14) days after notification, then the parties will negotiate in good faith and enter into a Charge Order to address the delay. Such Change Order may (but not necessarily will) include an extension of the Project Schedule and the payment of a payment milestone that would have been paid but for the delay. 50. Acceptance Test Criteria Contractor will submit Acceptance Test Plans as part of Exhibit G for all phases of the project. Acceptance Test Plans are used to determine project compliance of work completed • the Contractor according to the Statement of • Exhibit B. The Contractor's Acceptance Test Plan will show what technical aspects of the current project milestone were tested by the Contractor for project compliance according to the Statement of Work, Exhibit B and will allow for independent verification. Independent verification of Acceptance Test Plan objectives and Acceptance Test Plan project compliance testing will be performed by Hennepin County Sheriffs Office for all aspect's of project work done by the Contractor for Hennepin County Sheriffs Office and/or participating agencies in the State of Minnesota. Independent verification of Acceptance Test • •f and Acceptance Test • project compliance testing will •` performed by City of Ontario for all aspect's of project work done by the Contractor for Ontario Police Department. Independent verification of Acceptance Test Plan objectives and Acceptance Test Plan project compliance testing will be performed by City of Redlands for all aspect's of project work done by the Contractor for Redlands Police Department. Contractor will provide an Acceptance Test Plan for each project phase or milestone. Each Acceptance Test Plan will contain complete functional testing of project compliance according to the Statement of Work, Exhibit B specifications. For Acceptance Test Plans not previously included in Exhibit G for project work being accomplished for Hennepin County Sheriffs Office and/or the participating agencies in the State of Minnesota, Contractor will submit suitable Acceptance Test Plans 15 days in advance to Hennepin County Sheriffs Office for review and approval, Hennepin County Sheriffs Office reserves the right to review and provide additional functional tests • make any necessary changes or modifications to the functional testing • the current project milestone to insure project compliance with Statement • Work, Exhibit B. Hennepin County has the final authority • any changes to the Acceptance Test Plans for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota. For Acceptance Test Plans not previously included in Exhibit G for project work being accomplished for Ontario Police Department, Contractor will submit suitable Acceptance Test Plans 15 days in advance to City of Ontario for review and approval. Ontario Police Department reserves the right to review and provide additional functional tests or make any necessary changes or modifications to the functional testing of the current project milestone to insure project compliance with the Statement of Work, Exhibit B. The City of Ontario has the final authority on any changes to the Acceptance Test Plans for the Ontario Police Department. For Acceptance Test Plans not previously included in Exhibit G for project work being accomplished for Redlands Police Department, Contractor will submit suitable Acceptance Test Plans 15 days in advance to City of Redlands for Contractor Agreement Wireless Demonstration Project — Phase 11 -33- review and approval. Redlands Police Department reserves the right to review and provide additional functional tests or make any necessary changes or modifications to the functional testing of the current project milestone to insure project compliance with the Statement of Work, Exhibit B. The City of Redlands has the final authority on any changes to the Acceptance Test Plans for the Redlands Police Department. Contractor agrees to perform any required changes to hardware and/or software systems to correct any problems found from testing under the Acceptance Test Plan to ensure project compliance with Statement of Work, Exhibit B at no further charge or cost to Hennepin County for work delivered, installed and performed at Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, no further charge or cost to City of Ontario for work delivered, installed and performed at Ontario Police Department, and no further charge or cost to City of Redlands for work delivered, installed and performed at Redlands Police Department under the terms of this contract. Each Acceptance Test Plan for a Hennepin County project milestone must be signed by both the Contractor and Hennepin County Sheriffs Office for work delivered, installed and performed at Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota before the project milestone is considered completed and any authorization for payment will be issued. Each Acceptance Test Plan for an Ontario Police Department project milestone must be signed by both the Contractor and City of Ontario for work delivered, installed and performed at Ontario Police Department before the project milestone is considered completed and any authorization for payment will be issued. Each Acceptance Test Plan for a Redlands Police Department project milestone must be signed by both the Contractor and City of Redlands for work delivered, installed and performed at Redlands Police Department before the project milestone is considered completed and any authorization for payment will be issued. In all cases, approvals will not be reasonably delayed or withheld. am§�Mi Hennepin County for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, City of Ontario for Ontario Police Department and/or City of Redlands for Redlands Police Department may order extra work or make changes by altering, adding to, or deducting from, the work within the general scope of this Contract for their own agencies. When such changes by altering, adding to, or deducting from Contractor's proposed system and/or methods improves and/or corrects defects in the general scope of this Contract, then the Contractor will perform such changes at no charge for any extra work or material. When such changes by altering, adding to, or deducting from Contractor's proposed system and/or methods are not necessary to improve and/or correct defects in the general scope of this Contract but to revise such work, then the Contract price will be adjusted accordingly provided such adjustments do not exceed the maximum payable amount to Contractor under this Contract as indicated in under Compensation Section of this Contract. Contractor shall have 30 days to respond in writing to any requested Change Orders. All such work under the Change Order shall be executed under the terms and conditions of the original Contract except that any claim for extension of time caused thereby shall be adjusted at the time of ordering such changes. No changes in the work as defined in Contractor Agreement Wireless Demonstration Project — Phase 11 -34- the Contract Appendix documents shall be made • Hennepin County Sheriffs Office and/or the participating agencies in the State of Minnesota without prior written authorization by Hennepin County. No changes in the work covered in the approved Contract Appendix documents shall be made for Ontario Police Department without prior written authorization • the City of Ontario. No •` in the work covered in the approved Contract Appendix documents shall be made for the Redlands Police Department of the State of California without prior written authorization by the City of Redlands. I rt I RVITI I 10 or-IrA Hennepin County has 30 days to review and respond in writing to any proposed changes by Contractor in the design and/or specifications within the general scope of this Contract for Hennepin County Sheriffs Office and/or the participating agencies in the State of Minnesota as defined the Contract Appendixes. Hennepin County at its sole discretion reserves the right to reject all or portions of proposed changes • Contractor. City of Ontario has 30 days to review and respond in writing to any proposed changes by Contractor in the design and/or specifications within the general scope of this Contract for Ontario Police Department as defined the Contract Appendixes. City of Ontario at its sole discretion reserves the right to reject all or portions of proposed changes by Contractor. City of Redlands has 30 days to review and respond in writing to any proposed changes by Contractor in the design and/or specifications within the general scope of this Contract for Redlands Police Department as defined the Contract Appendixes. City of Redlands at its sole discretion reserves the right to reject all or portions of proposed changes by Contractor. Contractor Agreement VVireless Demonstration Project —Phase 11 -35- Any Change Order proposed by Contractor that is not returned to Contractor as signed authorization of acceptance from Hennepin County, City of Ontario and/or City of Redlands within 30 days is considered as rejected, null and void. In the event that such proposed changes by Contractor are returned to Contractor as being revised and/or changed within 30 days of submission by Contractor, Contractor has 30 days to review such revisions and/or changes, Contractor can accept such revisions and/or changes made by Hennepin County, City of Ontario and/or City of Redlands and such revisions and/or changes will be considered as part of Contract upon signed authorization of Contractor. Contractor can also negotiate with Hennepin County, City of Ontario and/or City of Redlands on such revisions and/or changes proposed by Hennepin County, City of Ontario and/or City of Redlands on Contractor's original Change Order during this 30 day period. If Contractor and Hennepin County, City of Ontario and/or City of Redlands fail to agree on revisions and/or changes specified by the disputed Change Order within the Contractor's 30 day review period, then the original Change Order proposed by Contractor shall be considered as being rejected, null and void. All agreed upon Change Orders to this Contract require signed authorization by both Hennepin County on Change Orders for Hennepin County and the participating agencies in the State of Minnesota, City of Ontario on Change Orders for Ontario Police Department and/or City of Redlands on Change Orders for Redlands Police Department and the Contractor in order for the Change Order to become a legal part of this Contract. 52. Status Review Meetings/Reports Contractor will provide the necessary number of project status review meetings for the Hennepin County Sheriffs Office and the participating agencies in Minnesota. They will be held at least weekly during the initial project deployment (hardware installation and initial system testing) phase, at least bi-weekly during balance of project deployment and through system acceptance phase, and at least monthly thereafter until end of project for all Hennepin County Sheriffs Office projects. Contractor will provide the necessary number of project status review meetings for the Ontario Police Department and for the Redlands Police Department. They shall be held at least monthly through the project system acceptance phase for the Ontario Police Department and Redlands Police Department. Both City of Ontario and City of Redlands reserve the right to request additional project status review meetings as necessary. Contractor shall provide each of the Participating Agencies written progress reports on a monthly basis over the duration of the Contract. A monthly financial report which indicates Contractor's receipt of payment under this Contract for goods and services provided to each of the Participating Agencies shall be provided to Hennepin County Sheriff's, Office. 53. Minnesota State Sales and Use Tax/California State Sales Tax Instrumentalities purchased and used in the State of Minnesota are subject to the State of Minnesota Sales and Use Tax. Instrumentalities purchased and used in the State of California are subject to any applicable State of California Sales and Use Tax. Contractor is fully responsible for payment of appropriate amounts to the State of Minnesota on all taxable equipment and non -customized software packages purchased Contractor Agreement Wireless Demonstration Project — Phase 11 -36- and used for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota. Contractor is also fully responsible for payment of appropriate amounts to the State of California on all taxable equipment and/or custom software and/or non - customized software packages purchased and used for the Ontario Police Department 2nd the Redlands Police Department in the State of California. Appropriate Sales and Use Tax amounts are shown and provided by Contractor in project budget as part of Contract Deliverable Requirements List, Exhibit D. Contractors Federal Tax ID is 41- 1545069 and State of Minnesota Sales Tax ID is 3508314. lilillill Any and all services, articles or equipment proposed and furnished shall comply fully with the entire county, state and federal laws and regulations. For the member agencies in the State of Minnesota, the laws of the State of Minnesota shall govern all questions as to the execution, nature, obligation, instruction, validity and performance of this procurement. For the member agencies in the State of California, the laws of the State of California shall govern all questions as to the execution, nature, obligation, instruction, validity and performance of this procurement. Except as otherwise provided, all import permit;, licenses and the payment of all United States import duties and custom fees shall be the sole responsibility of the Contractor. 55. Antitrust Contractor will be required to assign to Hennepin County, City of Ontario, and/or City of Redlands (as the case may be) any and all claims for overcharges as to goods and/or services provided in connection with this Contract resulting from antitrust violations which arise under the antitrust laws of the United States, the antitrust laws of the State of Minnesota, and the State of California. 56. Subcontractor Payment Contractor agrees to make prompt payment to subcontractors in accordance with Minnesota law. 57. System Software Licenses and Installatior Contractor agrees to provide all necessary software licenses for all Contractor's, subcontractorsand/or third party software required in connection with the supplied computer equipment under this Contract. The Participating Agencies, in accepting the licensed software applications for use from the Contractor, agree to the licensing terms of the software products being provided under this Contract. Contractor agrees to provide a one-time software usage license as described in Exhibit F, Software License Agreements, for all software developed and provided directly by the Contractor. The Contractor will provide the required number of software licenses for all software required under this Contract to cover all deployed end -user units and central site servers. All licensing fees for other software applications from subcontractor(s) andfor third party software will be paid in -full for Twelve (12) months of usage at the start of the Contractor Agreement Wireless Demonstration Project — Phase 11 -37- Contractor's one (1) year system warranty. Contractor will identify which software components require additional licensing fee's to be paid beyond the initial first year operation of the system, the license fee payment schedule, along with the projected cost f software licenses, all for one (1) year of operation. All Contractor's system subcontractor(s) software licenses and/or all third party software licenses used and/or purchased under the terms and conditions of this Contract, along with any software installation terms and conditions, will be delivered to the Participating Agencies with the systems being provided under this Contract at installation time. 58. System Warranty/Maintenance Contractor's warranty with respect to the equipment and software to be provided hereunder is as specified in System Warranty, Exhibit F to this Contract. Contractor will respond to any Warranty or System Maintenance requests within the time period as defined in System Support/Maintenance Response Times, Section 59. Contractor will arrange to have qualified service organization(s) available to provide warranty support on any proposed equipment not currently covered by Contractor. The following agencies are to be specified as customer and/or owner for all provided services, material, hardware and/or software warranties provided by the Contractor and/or third party manufacturers as follows: 1 ) Hennepin County Sheriffs Office to be specified as customer and/or owner for all provided services, material, hardware and/or software warranties provided by Contractor and/or third party manufacturers to Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota. 2) City of Ontario to be specified as customer and/or owner for all provided services, material, hardware and/or software warranties provided by Contractor and/or third party manufacturers to the Ontario Police Department. 3) City of Redlands to be specified as customer and/or owner for all provided services, material, hardware and/or software warranties provided by Contractor and/or third party manufacturers to Redlands Police Department After the first years warranty period and/or at the end of this Contract, Contractor will provide an annual "fixed price" maintenance agreement, a time and materials maintenance agreement and/or cost for a second year full "parts and labor" warranty to Hennepin County for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, City of Ontario for Ontario Police Department and City of Redlands for Redlands Police Department. Proposed annual maintenance agreements and/or warranty agreements will include all system materials, equipment, parts, labor, and any necessary corrections to the system software including any third party systems, materials and/or systems. Annual increase of maintenance contract is not to exceed the Consumer Price Index increase for that year. The initial year cost of maintenance for the system is stipulated as an integral part of this Contract in the project budget portion of Contract Deliverable Requirements List, Exhibit D. Hennepin County for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, City of Ontario for Ontario Police Department and City of Redlands for Redlands Police Department are under no obligation under this Contract to purchase and/or renew an annual maintenance agreement, time and materials Contractor Agreement Wireless Demonstration Project — Phase 11 -38- maintenance agreement andlor an additional full year "parts and labor" warranty from the Contractor and/or any third party equipment and/or service provider used by Contractor. Contractor shall provide system support and maintenance response time under this Contract for Hennepin County for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, City of Ontario for Ontario Police Department, and City of Redlands for Redlands Police Department. System support and maintenance response time shall be within two (2) hours on a 24 hour, 7 day per week basis for Signcant Failures and within 24 hours, Monday through Thursday, or by noon the following workday if reported on a Friday or weekend for Minor Failures and all other failures and/or problems. Significant Failures are defined as: • Identix Identification Based Information System (IBIS) Server outage, system in error condition and/or failing 30% or more of the time and/or lack of system response. • AFIS Interface outage, system in error condition and/or failing 30% or more of the time and/or lack of AFIS response. • Any combination of the above system components, and/or any unknown system components such that the total system is in an outage condition, system in error condition and/or failing 30% or more of the time and/or lack of system responses. Minor Failures are defined as: • Identix IBIS Laptop Software outage, system in error condition and/or failing and/or lack of software response at a single unit. • Identix RDT (Remote Data Terminal) outage and/or lack of RDT response at a single unit. • PC Laptop Equipment outage or system in error condition and/or failing. • Sierra Wireless CDPD Equipment outage or system in error condition and/or failing and/or lack of response. • All other failures. In the event the Contractor cannot completely resolve a failure within the specified response time (2 hours for Significant Failures, 24 hours or following business day for Minor Failures), then the Contractor shall notify or leave notice for the affected Agency's Contract Administrator within the response time and provide a reasonable time schedule when the failure will be resolved. For Significant Failures of the system components under the control of the Contractor that are critical to the continued operation of a Participating Agency's dispatch operations, this time shall be less that 24 hours. If such Significant Failure cannot be resolved within the 24 hour time period, then the Contractor shall notify or leave notice for the affected Agency's Contract Administrator within the 24 hour period and provide a schedule when such Significant Failure will be resolved. The time for such Significant Failure resolution shall not exceed a period of three (3) days. All third party service contracts being provided by Contractor as required parts of Contractor's system under this Contract shall be purchased and placed under the Contractor Agreement Wireless Demonstration Project — Phase 11 -39- Hennepin County Sheriffs Office agency name for all third party services provided for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, under the City of Ontario name for all third party services provided for Ontario Police Department and under the City of Redlands name for all third party ;ervices provided for Redlands Police Department. All such third party services will be paid in full for one complete year (12 months) of service by the Contractor under the terms of this Contract commencing upon system acceptance of Contractor's system and start of Contractor's system warranty for the Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, upon system acceptance of Contractor's system and start of Contractor's system warranty for City of Ontario and upon system acceptance of Contractor's system and start of Contractor's system warranty for City of Redlands. At the termination of this Contract, said services shall remain in the above agency and/or city name. Hennepin County, representing Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, City of Ontario representing Ontario Police Department and City of Redlands representing Redlands Police Department are under no obligation under this Contract to purchase and/or renew any third party service contracts and/or agreements. Contractor will be responsible for any initial third party costs in initial system testing of Contractor's system. Third party service contract's shall be written such that the third party contract can be terminated after the first year by Hennepin County, City Ontario and/or City of Redlands and Hennepin County, City of Ontario and City of Redlands is under no further obligation for further charges or service terms under the third party service contact. Contractor will also ensure that third party service contracts can be continued for second (2) year of service if desired by Hennepin County, City Ontario and/or City of Redlands at the same initial first year cost or less. Contractor shall provide copies of all third party service agreements for final approval as follows: 1) Hennepin County for final approval by Hennepin County Sheriffs Office for Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota. Hennepin County will not accept any third party service contracts without prior approval. 2) City of Ontario for final approval by Ontario Police Department. City of Ontario will not accept any third party service contracts without prior approval. 3) City of Redlands for final approval by Redlands Police Department. City of Redlands will not accept any third party service contracts without prior approval. In all cases, Participating agencies will not unreasonably withhold or delay payment or 2,ny approval or other pre -condition to payment, acceptance or performance. 61. Service Fees All related State Access and/or County Service Fees will be paid in full for one year (12 months) service by the Contractor, commencing upon system acceptance of Contractor's system and start of Contractor's system warranty for the Hennepin County Sheriffs Office and the participating agencies in the State of Minnesota, upon system acceptance of Contractor's system and start of Contractor's system warranty for the Contractor Agreement Wireless Demonstration Project — Phase 11 -40- Ontario Police Department and i• system acceptance • Contractor's system arri start of Contractor's system warranty for the City of Redlands Police Department. 63. Notices Any notice or demand, which may • must be given • made by a •r hereto, under the terms of this contract or any statute or ordinance, shall be in writing and shall •- sent by registered or certified mail, • by fax followed by certified mail to the other parties ;?ddressed as follows: To Contractor: Barry Fisher, Vice President Identix Incorporated 5600 Rowland Road Suite 250 Minnetonka, MN 55343-4315 To County: Hennepin County Administrator A2300 Government Center Minneapolis, MN 55487 To City: Steve Duke Ontario Police Department 200 N. Cherry Avenue Ontario, CA 91764 Contractor Agreement Wireless Demonstration Project — Phase 11 -41- 212 Brookside Ave Redlands, CA 92373 With Copy to: Robert Hamborg Hennepin County Sheriffs Office 9300 Naper Street Golden Valley, MN 55427-3728 Any party may designate a different addressee or address at any time by giving written notice thereof as above provided. Any notice, if mailed, properly addressed, postage prepaid, registered or certified mail, shall be deemed dispatched on the registered date or that stamped on the certified mail receipt and shall be deemed received within the second business day thereafter or when it is actually received, whichever is sooner. Any notice delivered by hand shall be deemed received upon actual delivery. Contractor Agreement Wireless Demonstration Project — Phase 11 -42- Contractor, having signed this contract the Henn pin County Board of Commissioners having duly approved this contract on 2011 _gL -and pursuant such approval the proper County officials having signed this contract, the parties hereto agree to be bound by the provisions herein set forth. I Approved as to form COUNTY OF HENNEPIN and e forCounty entirpin ou STATE OF MINNESOTA IRA, By By Assistant C Attorney Chair ,_,of.i,..tsQou ee t atyia4qm6nal!y sign lby file ,,vith the Clerk of the Band Date: And_ r\'�k"J` Assist t/Dep uty/6*ty Administrator ATTEST. Deputy/Cl of the County Board Contractor Agreement Wireless Demonstration Project — Phase 11 -43- # • s j • • • n. Contractor, i signed this contractof i City Council# duly approved this contracti . • i • approval - • •i- City officials having signed this contract, the parties hereto agree to be bound by the provisions Approved as to form CITY OF ONTARIO And execution for City of Ontario, STATE OF CALIFORNIA California TP- ByBy Best Bost & Krieger LLP Gregory' Dvereaux City Attorney City Manager Date: ATTEST: - Y y . fees rr City Clerk Contractor Agreement Wireless Demonstration Project — Phase II -44- Contractor, having signed this contract, the City of Redlands City Council having duly approved this contract on November 19, 2002, and pursuant to such approval the proper City officials having signed this contract, the parties hereto agree to be bound by the provisions herein set forth. Date: November 19, 2002 CITY OF REDLANDS STATE OF CALIFORNIA By: Karl N. Haws, Mayor Attest: A�®rrie Noy * 'jk-- City Clerk Contractor Agreement Wireless Demonstration Project - Phase If Contractor Approval Identix Incorr rated Name: IV 7 Its ice Pre ent Date:/�Q''. Contractor Acknowledgment Identix Incorporated :1YNN:MAR:1E01STADSTATE OF /bf /,tl�tlE SDTIf UBLNNESOTA / ss. �,2= COUNTY OF �-t�,v tit E�'i � } • On thisANo day of , 200,g before me appeared Barry Fisher , to me personally known, who being by me duly sworn that he is the above described officer of Identix Incorporated, the corporation described in and who executed the foregoing instrument; and that said instrument was executed in behalf of said corporation by authority of its Vice President of Sales and Marketing and acknowledged said instrument to be the free act and deed of said corporation. Not)d4 Public My mmission expires: Contractor Agreement Wireless Demonstration Project — Phase Il -46- EXHIBIT A PROJECT DESCRIPTION — PHASE 11 BACKGROUND The United States Department of Justice, Office of Community Oriented Policing Services (COPS) awarded Grant # 1999CNW'X0005 converted to N.TIJ Grant #2000-9347- 1v1N-IJ under the U.S. Technology Grant Award Program for the deployment of a remote wireless fingerprint capture system to various public safety agencies in',\4innesota and California. The system was installed in the following six demonstration sites: Hennepin County Sheriff s Office; the University of Minnesota Police Department; Bloomington MN, Police Department, Ramsey County Sheriff's Office; Ontario, CA Police Department. - and the Redlands, CA Police Department. The overall objective of this grant was to install a demonstration prograin enabling local law enforcement officers to field test a portable hand-held digital fingerprint and photo device which would be compatible with NCIC 2000. The hand-held fingerprint and photo device was initially deployed primarily with high risk -entry teams and various task forces. These groups were considered to have the greatest need for such a system and therefore were assumed to have the greatest usage. The primary focus was to track the operational efficiency of the system. Specific objectives for the grant were as follows: • To obtain the name and DOB (date of birth) of a suspect based on fingerprint ID at the scene. • To understand the communications infrastructure required to complete the transaction on a timely basis. • To determine the value of the system based on actual field operation. • To measure overall operational efficiency of the system in real field conditions. • To complete a field test by sending fingerprint images to NCIC 2000 and t_1 - receiving information back to the hand-held device CUB RRENTSTATUS Identix Incorporated (hereafter IDNX), is the sole provider of the remote, wireless fingerprint system. Each of the participating agencies received, as a part of the demonstration project. one or more hand-held devices and accompanying system infrastructures. Also included in the . -_ I project were the in -vehicle laptop computers, the communication hardware and software, CDPD connectivity, and the applicable database integration to bridge the hand-held device to the central site processing capability. Contractor Agreement Wireless Demonstration Project — Phase 11 A-1 FY 2000 GRANT The FY 2000 Appropriations Conference Report for Commerce. Justice. and State, the Judiciary, and Related Agencies, under the COPS Technology program included a $I.5M Grant to expand the demonstration program (NIJ Grant 42000-93 :454MN-IJ). The National Institute of Justice (-,N'IJ) is the designated federal agency for the administration of this grant. OBJECM-ES FOR NIJ GRANT #2000-91454MN-IJ The overall objective of NIJ Grant 422000-9345-MN-IJ will be (1) to expand the demonstration program by improving existing operations, (2) provide access to legacy databases that makes augmented suspect information available, and (3) to add improved functionality to the hand-held device. 0 1.1 Expand existing hand-held usage beyond high -risk teams Under NIJ Grant #2000-9345-MN-IJ Hennepin County and the three surrounding law enforcement agencies will receive ten hand-held RDT units. The Ontario, CA. Police Department will receive five RDT units and the Redlands, CA. Police Department will receive three RDT units for a total of eighteen RDT units. The additional units will provide feedback from a more diverse and broader base of applications. In addition, the higher number of aggregate transactions provides important information on system efficiency. • 1.2 Contact File Development (Converted to additional Legacy Database Interface) It was originally proposed to develop a real time contact file accessed by fingerprint and/or name as part of this project. At this time the customer has decided that this route should not be pursued. Instead the following work on a legacy database interface will be expanded to connect with one in IMN and one in CA. • 1.3 Legacy Database Interface Legacy The fundamental value of the remote wireless fingerprint system is to provide accurate real time identification based information to the law- enforcement officer at the scene. The current demonstration program provides the ability to retrieve the suspect's name and DOB. As part of N IJ Grant 1-4_�_,1000-9345- IJ, access to another existing, database Neill be augmented. Warrant =1 Z__ Contractor Agreement Wireless Demonstration Project — Phase 11 A-2 information will be analyzed, summarized and returned to the hand-held device. • 1.4 Minneapolis FBI office interface with the Demonstration program (Converted to INS interface) Currently, the Minneapolis FBI office works with the Hennepin County Sheriffs Office on local Gano,1.� and Fugitive Task Forces. The FBI's Special Agent In Charge recommended the interface and units be with and for the Immigration and Naturalization Services office as the INS S is also involved in the joint task force work. Four hand-held RDT units will be installed in INS offices to provide access to the IDENT database. 1.5 Develop a First On The Scene Investigator Device (Converted to Next Generation RDT) Feed back from customer agencies during Phase I suggested that the original objective to add functionality like GP S and voice recording, be redirected. Alternatively, a new version of the hand-held device based on this feedback ,grill be developed using technological improvements to provide a significantly smaller device. For NIJ Grant #2000-93454VINT-IJ, 4 next generation units will be provided to Hennepin County Sheriff's Office, 22 to the INS offices, 2 to Ontario, CA, and 2 to Redlands, CA. (End of Exhibit A — rest of page intentionally left blank.) Contractor Agreement Wireless Demonstration Project — Phase 11 A-3) EXHIBIT B STATEMENT OF #• — PHASE 11 This statement of work will define functionality, responsibilities, acceptance criteria, and estimated delivery schedule from execution to completion of the Hennepin County Sheriffs Office Wireless Demonstration Project Grant 2. The Wireless Demonstration Project Grant 2 will expand existing hand-held usage beyond high -risk teams. Additionally, access to other existing databases will be augmented; the Immigration and Naturalization Services (INS) Office will be provided an interface; and, an updated model based on customer feedback received during Grant 1 will be developed. •" Incorporated (IDNX) will provide all of the equipment, firmware and software, tods, supplies, 7MMU MER, incidentals services, labor and supervision to %werform Identix's duties under this Contract, Such duties will include the delivery, installation, optimization, and testing of the Identix Identification Based Information System as described in Exhibit A and the following paragraphs. Deliveries shall be as specified in Exhibit D, Grant 2 Contracts Deliverable Requirements List (CDRL). Completion criteria for each deliverable are specified in Exhibit G. The responsibilities of the Agency are specified in the following paragraphs. Agency responsibilities outlined in the approved Detailed Design Documents will also be incorporated by the Agency. Mos .030 =. Contractor Agreement Wireless Demonstration Project — Phase 11 B-1 umr�ff 11TWE �-� am=�� Identix Incorporated will provide the following functionality per site: 1.0 IDNX Responsibilities: Hennepin County Sheriffs Office 1.1 Installation of TEN (10) Remote Data Terminal Subsystems including: 1.1.1 IDNX RDT and mounting cradle as defined in the RDT Detail Design Document. 1.1.1.1 5 to HCSO Patrol 1.1.1.2 1 to HCSO Detention Center 1.1.1.3 1 to Brooklyn Park Police Department 1.1.1.4 3 to Minneapolis Police Department 1.1.2 One User Manual for every Remote Data Terminal. 1.1.3 Mounting hardware subsystem components per the Detail Design Document. 1.1.4 Integration, test and demonstration of RDT functionality in the squad car/Detention Center, 1.2 Installation of nine (10) Communication Subsystem squad car component sets 1.2.1 Six (6) units will receive Kontron Mobile Computing FW Envoy computers with at minimum 500 MHz Pentium processors, 128 Megabytes of RAM, 10 Gigabyte hard drives, (or equivalent,) and Windows 2000 operating system. 1.2.1.1 Mounting hardware for the computers. 1.2.1.2 Six (6) Sierra Wireless AirCombo 350 Mobile Modems associated wiring and antenna or equivalent. 1.2.1.3 Six (6) Motorola VRM 600 Modems for HCSO Patrol and Brooklyn Park PD and associated wiring and antenna or equivalent. Six (6) licenses for Motorola TXMessenger for HCSO Patrol and Brooklyn Park PD. TXMessenger licenses for eight (8) existing HCSO Patrol units, 1.2-1.4 Upgrade six (6) Kontron FW Series 11 to Envoys for HCSO Patrol. 1.2.1.5 IDNX IBIS service resident on the laptop 1.2.1.6 AT&T CDPD Link to a Central Site Server. Installation includes one time up front charge for activation of each car, Contractor Agreement Wireless Demonstration Project — Phase I I B-2 1.12 Three (3) units will be installed in cars already wired with Kontron Mobile Computing FW Envoy computers with at minimum 500 MHz Pentium processors, 128 Megabytes of RAM, 10 Gigabyte hard drives, (or equivalent.) and Windows 2000 operating system. 1.2.2.1 Three (3) Sierra Wireless AirCombo 350 Mobile Modems for Minneapolis Police Department and associated wiring and antenna or equivalent. 1.2-2.2 Any message switch software on the Minneapolis PD laptops is the responsibility of the Minneapolis PD. 1.2-2.3 IDNX IBIS service resident on the laptop 1.2.2.4 AT&T CDPD Link to a Central Site Server. Installation includes one time up front charge for activation of each car. 1.2.3 Installation of one (1) Communication Subsystem component set for HCSO Detention Center 1.2.3.1 IDNX IBIS service resident on the server 1.2.3.2 Hardwired Link to a Central Site Server. 1.3 Provide four 3.5 hour operator training sessions on the use of the IBIS Remote Subsystem. 1.4 Twelve (12) month maintenance or service contracts for: FRI IDNX will provide 24 x 7 support for the IBIS server hardware a software. IDNX will provide 8 x 5 maintenance for in -car laptop communications hardware, and RDT. 1.5.1 Develop Hennepin County Sheriffs office Interface to Minnesota State Warrants System. Warrant information will be analyzed, summarized and returned to the hand-held device. 15.1.1 Develop Detail Design Document for interface between IBIS system and MN State Warrants System •9,KWO ME During the course of Grant 1 feedback from the customer community focused on size reduction and additional warrant summary information being returned to the hand-held unit. These were deemed more important by the users than the investigator model functions in the original objectives. To that end, the project has adjusted accordingly with the following actions. Contractor Agreement Wireless Demonstration Project — Phase 11 MIR 1.6.1 Develop Detail Design Document for Next Generation RDT to meet functional requirements 1.6.2 Integrate and test and demonstration of Next Generation RDT functionality 1.6.3 Deliver 4 next generation RDT s to the Hennepin County Sheriffs Office 1.6.3.1 1 to HCSO Patrol, 1 Brooklyn Park PD, I to Bloomington PD, and I to Plymouth PD 1.6,3.2 One User Manual for every Remote Data Terminal. 1.6.3.3 Wireless Data Link to a Central Site Server. Installation includes one time up front charge for activation of each RDT. 1.6.3.4 Provide four 2 hour operator training sessions on the use of the IBIS Remote Subsystem. 1.6.3.5 Twelve (12) month maintenance or service contracts IDNX will provide 8 x 5 maintenance for RDT. 1.7.1 IDNX Project Management IDNX will provide project .•- for the Hennepin • Sheriffs Office IBIS Project installation at HCSO. This activity will •- .•- • system installation and test, customer interface, and project reporting. A monthly status meeting will be conducted with HCSO management to report status ,•- the contract. W 1.8.1 Installation of four (4) Remote Data Terminal Subsystems including: 1.8.1.1 IDNX RDT and mounting cradle as defined in the HCSO RDT Detail Design Document. 1.8.1.2 One User Manual for every Remote Data Terminal. 1.8.1.3 Mounting hardware subsystem components per the Detail Design Document. 1.8.1.4 Integration, test and demonstration of RDT functionality. 1.8.2 Installation of four (4) Communication Subsystem ID Cases 1.8.2.1 Four (4) units will receive Panasonic Toughbook CF27 computers with at minimum 500 MHz Pentium processors, 128 Megabytes of RAM, 6 Gigabyte hard drives. (or equivalent.) and either Windows NT 4.0 or Windows 2000 (Preferred) operating systems. Contractor Agreement Wireless Demonstration Project — Phase 11 B-4 1.8.2.2 Sierra Wireless AirCombo 350 Mobile Modems and associated wiring and antenna or equivalent. 1.8.2.3 IDNX IBIS service resident on the laptop 1.8.2A AT&T CDPD Link to a Central Site Server. Installation includes one time up front charge for activation of each car. 1.9 Develop interface between the INS [DENT database and the IBIS system. 1.9.1 Develop Detail Design Document for interface between IBIS system and INS [DENT database system 1.9.2 Integrate and test IBIS/IDENT interface 1.10 Installation of the Communication Central Site Components 1.10A Central Site Server with a minimum configuration equal to the Dell PowerEdge 2500- 1.13 GHz processor, 1 G13 SDRAM, six 18 GB 10K RPM Ultra 160 SCSI drives, Windows 2000 Server, 10/100 ethernet interface, 17 monitor, two external serial interfaces, one external parallel interface, Floppy/CD-ROM, and uninterruptible power supply. 1.10.2 Installation of the IBIS Interface Subsystem (IIS) 1.10.2.1 Provide connectivity from Central Site Server to the Cogent AFIS ([DENT). 1.10.22 Install IDNX IBIS Interface Subsystem software on the Central Site Server. Provides interface to the Cogent AFIS. 1.10.2.4 Provide one 4 hour System Administrator Training session 1.11 Provide two 3.5 hour operator training sessions on the use of the IBIS Remote Subsystem. 1.12 Twelve (12) month maintenance or service contracts for: 1.12.1 IDNX RDTs and Central Site Servers IDNX will provide 24 x 7 support for the IBIS server hardwal" and software. IDNX will provide 8 x 5 maintenance for in-c laptop, communications hardware, and RDT I 1.13.1 Deliver 2 next generation RDTs to the INS Office 1.13.2 One User Manual for every Remote Data Terminal. 1. 13.3 Wireless Data Link to a Central Site Server. Installation includes one time up front • charge for activation of each RDT. Contractor Agreement Wireless Demonstration Project — Phase 11 B-5 W1 1. 13.4 Provide two 2 hour operator training sessions on the use of the IBIS Remote Subsystem. •KIM== =5111111111! Simi 1111;211- i� IDNX will provide project management for the IBIS Project installation at INS Office. This activity will include management of system installation anl test, customer interface, and project reporting. A monthly statL meeting will be conducted with HCSO management to report status against the contract. 2.1 Legacy Database Interface 2.1.1 Develop Ontario Police Department Interface to California State CLETS System. Warrant information will be analyzed, summarized and returned to the hand-held device. 2.1.1.1 Develop Detail Design Document for interface between IBIS system and CA State CLETS System 2.1.1.2 Integrate and test IBIS/CLETS interface 2.2.1 Deliver 7 next generation RDTs to the Ontario Police Department 2.2.2 One User Manual for every Remote Data Terminal. 2.2.3 Wireless Data Link to a Central Site Server. Installation includes one time up front charge for activation of each RDT. 2.2.4 Provide two 2 hour operator training sessions on the use of the IBIS Remote Subsystem. 2.2.5 Twelve (12) month maintenance or service contracts for: IDNX will provide 24 x 7 support for the IBIS server hardware software. IDNX will provide 8 x 5 maintenance for in -car laptop, communications hardware, and RDT. '31TX-Mil PrOTI#e �FrVIML installation at Ontario PD. Contractor Agreement Wireless Demonstration Project — Phase I I B-6 This activity will include management of system installation and test, customer interface, and project reporting. A monthly status meeting will be conducted with HCSO management to report status against the contract. 3.0 IDNX Responsibties: Redlands Police Department 3.1 Installation of three (3) Remote Data Terminal Subsystems including* 3.1.1 IDNX RDT and mounting cradle as defined in the RDT Detail Design Document. 3.1.2 One User Manual for every Remote Data Terminal. 3.1.3 Mounting hardware subsystem components per the Detail Design Document. 3.1.4 Installation of the RDT in the squad car. Integration, test and demonstration of RDT functionality. 3.2 Installation of three (3) Communication Subsystem squad car component sets 3.2.1 Three (3) units will receive Panasonic Toughbook CF28 (or equivalent) with at minimum 300 MHz Pentium processors, 64 Megabytes of RAM, 6 Gigabyte hard drives, (or equivalent.) and either Windows NT 4.0 or Windows 2000 operating systems. 3.2.2 Sierra Wireless MP200 Mobile Modem and associated wiring or equivalent. 3.2.3 Any message switch software on the laptop is the responsibility of the user Agency. 3.2.4 IDNX IBIS service resident on the laptop 3.2.5 AT&T CDPD Link to a Central Site Server. Installation includes one time up front charge for activation of each car. 3.3 Provide two 3.5 hour operator training sessions on the use of the IBIS Remote Subsystem. 3.4 Twelve (12) month maintenance or service contracts for: 3.4.1 IDNX RDTs and Central Site Servers IDNX will provide 24 x 7 support for the IBIS server hardware and e,oftware. IDNX will provide 8 x 5 maintenance for in -car laptop, communications hardware, and RDT. 01101110 mo- I 3.5.1 Deliver 2 next generation RDTs to the Redlands Police Department 3.5.1.1 One User Manual for every Remote Data Terminal. Contractor Agreement Wireless Demonstration Project — Phase 11 B-7 3.5.1.2 Wireless Data Link to a Central Site Server. Installation includes one time up front charge for activation of each RD 3.5.1.3 Provide two 2 hour operator training sessions on the use of the IBIS Remote Subsystem. 3.5.1.4 Twelve (12) month maintenance or service contracts 111111111111!1 11111;J1111111,; 1111 111!1111111! 1! 11! 11!! 111 4*0 St a Z , a ,fEl, EV141111•111 wil � I 1111?5. # ` l IDNX will provide project management for the IBIS Projec) tallation at Redlands PD. This activity will include management of system installation and test, customer interface, and project reporting. A monthly status meeting will be conducted with HCSO management to report status against the contract. F The agency will be responsible for the following as they relate to HCSO installations: 4.1 Provide project management interface for all agencies. 4.2 Determine allocation of systems to other MN agencies 4.3 The agency will review and approve IDNX documentation showing mounting locations and safety considerations for installation of equipment in the police vehicles. 11�i • 4.4.1 If any systems are to be installed in HCSO units, obtain written approval from the state's CJIS agency for the TxMessenger System to have access, mnemonics, and a direct line to the NCIC/State system. 4.4.2 Provide permissions, access codes, and data formats for queries required to obtain name and date of birth from state identification numbers returned after a positive match on a fingerprint. .4.5 For access to the Minnesota State Warrants system provide permissions, access codes, and data formats for queries required to obtain warrant information from state identification numbers returned after a positive match on a fingerprint. 6 Provide all IP addresses and network drops for systems being connected via a network- 47 Agency will provide and set-up a training room and IBIS System training mutually with Identix Incorporated, and the agency's staff to support training. Contractor Agreement Wireless Demonstration Project — Phase I I 5.0 INS Responsibilities The agency will be responsible for the following as they relate to INS installations: 5.1 The agency will review and approve IDNX documentation showing mounting locations and safety considerations for installation of equipment in the police vehicles. 1,.2 For mobile interface access, provide the following: 5.2.1 Provide permissions, access codes, and data formats for queries required to obtain name and date of birth from IDENT database returned after a positive match on a fingerprint. 5.3 Provide all IP addresses and network drops for systems being connected via a network: 5.4 Agency will provide and set-up a training room and IBIS System training mutually with Identix Incorporated, and the agency's staff to support training. The agency will be responsible for the following as they relate to Ontario PD installations: 61 Determine allocation of systems to other agencies. 6.2 For mobile state interface access, provide the following: 6.2.1 Obtain written approval from the state's CJIS agency for the BlueFORUM Demand software to have access, mnemonics, and a direct line to the NCIC/State system. 63 For access to the California State CLETS system provide permissions, access codes, and data formats for queries required to obtain warrant information from state identification numbers returned after a positive match on a fingerprint. 6.4 Provide all IP addresses for systems being connected via a network. 6.5 Agency will provide and set-up a training room and IBIS System training mutually with Identix Incorporated and the agency's staff. The agency will be responsible for the following as they relate to Redlands PD itst.,zliations: 7A For mobile state interface access. , provide the following: Provide access and mnemonics for the NCIC and state CCH system, including state CJIS approvals as required. T2 Agency will provide and set-up a training room and IBIS System training mutually with Identix Incorporated and the agency's staff. Contractor Agreement Wireless Demonstration Project — Phase I I B-9 8.0 Acceptance Test Criteria Identix Incorporated will provide the Hennepin County Sheriffs Office with Acceptance Test Plans as listed in Exhibit G. Performance of these tests will demonstrate all functions of the IBIS System prior to system acceptance. Identified deficiencies will be corrected at no -charge to the agency prior to system acceptance. 9.0 Estimated Delivery Schedule The delivery schedule will be finalized based on contract negotiations and/or Identix Incorporated's standard delivery schedule estimates, The project plan including delivery is described in Exhibit C. 10.0 Professional Services If functionality or features other than those previously listed are part of the agency requirements professional services required will be identified, requested, documented, and priced. 11.0 Propagation Study No propagation studies are included in this contract. If the agency requires a propagation study to be conducted, Identix Incorporated can contract or provide this service to assist the agency in signal coverage verification or infrastructure needs analysis for an additional fee. (End of Exhibit B — rest of page intentionally left blank.) Contractor Agreement Wireless Demonstration Project — Phase [I B-10 EXHIBIT C 21214 • a All schedulesare !majorHalf Years!of Order, All tasks are referenced to Contracts Deliverable Requirements List (CDRL) and Statement of Work (SOW) Work Breakdown Structure managementProject i maintenance extend for 12 months acceptance. Contractor Agreement Wireless Demonstration Project -- Phase II C-1 Lo v co M h>- 7 (`M co h V' co M M N a m V L N MN m �O � rn X LO co Lu Ul) os o r. 0 i d (D r co m O N M M M M co co M to OD co m M O C �7 N <t (`') V LO V Q j 'a' 'a' C LO tn (0 co n cn ce) ce) r- co Q. 0) 4) U) CL ce) "T Lr) '(.0 r- co a) Ln Lo U) Lo Lo Exhibit D Contract Deliverable Requirements Minnesota Agencies CDRL SOW--- Deliverable Completion -Delivery Agency Amount Para. IComponent/Service criteria Type (Dollars) 1A-1- Deliver 10 sets of RDT2 Units (RDT, cradle, Test H-1 Hardware HCSO 175,489 1.1.3 wiring, antenna). 2 1A.4 Integrate and test 10 units Test H-1 Integration HCSO 12,000 3 11-1,1- Ship Laptop, Modem & Installation Hardware, 6 Test H-1 Hardware HCSO 80,622 1.2.1.2 sets - 4 12.1 .3 6 TXMessenger modems and 14 licenses Test H-1 -H-1 Integration HCSO 34,012 5 1.2.1.4 6 FW 11 upgrades Test integration HCSO 18,298 6 1.2.1-5 Installation of communication subsystem software Test H-1 Integration HCSO 6,318 in patrol cars, 6 installations. -- 7 121.6 AT&T CDPD installation: Activation 10 lines Monthly Monthly HCSO 3,798 plus 12 months service, - 8 1,2.2.1- - Ship Modem & Installation Hardware, 3 sets Test H-1 Hardware HCSO 16,725 122.2 9 1,12.3 Installation of communication subsystem software Test H-1 Integration HCSO 3,159 in patrol cars, 3 installations. -- 10 12.2.4 AT&T CDPD installation: Activation of 3 lines plus Monthly Monthly HCSO 1,899 12 months service. 11 - 1,2.3.1 Installation of communication subsystem software Test H-1 Integration HCSO 1,053 in detention center 1 installation 12 1,2.3.2 Hardwire link to server Test H-1 Integration - HCSO -HCSO 1,200 -13 13 IBIS Training Per Schad Class 15,000 14 1 - .4 Twelve month service contract: IBIS RDT/Server Monthly Monthly HCSO 20,220 15 1.5.1A Detail design IBIS/MN Warrants database I/F Signature Document HCSO 16,000 16 1.5-1.2 Integration and test IBIS/MN Warrants database Test TBD Integration HCSO 48,000 VF 17 1.6.1 Detail design Next Generation RDT Signature Document HCSO 40,000 ---187-62 Integration, test and demonstration Next Test H-1 Integration HCSO 120,000 Generation RDT -19 1.6.3.1- Deliver 4 Next Generation RDTs Test -H-1 Integration HCSO 41,960 1.6.3.2 20 1.63,3 Wireless Data Link installation: Activation of 4 Monthly Monthly HCSO 2,532 lines plus 12 months service. 21 1,63A IBIS Training Next Generation RDT Per Sched Class HCSO 15,000 22 1.6.15 Twelve month service contract: IBIS Next Gen Monthly Monthly HCSO 4,608 RDT 23 17A Project Management HCSO 10,000 Project Management Contract HCSO 10,000 End Total HCSO (and designated IVIN agencies) 697,892 24 4 1,8.1.1- Deli er 4 sets of RDT2 Units (RDT, cradle, wiring, Test H I Hardware IN S 70,196 e8.1 3 t( [antenna). 25 F26 1,8A.4 Integrate and test 4 units Test H-1 Integration INS 4,800 1 .82-1- Ship Laptop, Modem & Installation Hardware, 4 Test H-1 Hardware INS 53,748 1 I .822 Isets - 27 �8,23 Installation of communication subsystem softwa-re re Integration INS 4,212 in patrol cars, 4 installations, -- 28 18-2-4 AT&T CDPD installation: Activation of 4 lines plus Monthly Monthly INS 2,532 12 months service, - 1.9-1 Detail design IBIS/ldent database I/F Signature Document INS 16,000 30 1-9.2 Integration and test IBISIIDENT database OF TBD Test -- Integra ton INS 48,000 31 110. 1 Central Site Server TestH-2 Hardware INS 24,053 32 1.10.2-1- Test H-2 integration INS 76,059 10.13 Installation of the IBIS Interface Subsystem Exhibit D CDRLsli,xfs D1 - 1 Wireless Demonstration Project - Phase It Exhibit D Minnesota Agencies Defiverable Deliveryy Amount 'Component/Service Type (Dollars) 'IBIS Training P�� er Schad '- Twelve month service contract"• Server • Deliver 2 Next Generation RDTs est H Mifireless Data Fink installation. tion of 2 lines plus 12 months service, ABIS Training Next Generation RE5T Prq a�gement ,Project Management !TOTAL MN AGENCIES Exhibit D CDRLsIl,xls D1 - 2 wireless Demonstration Project — Phase Exhibit D C+xtr2C-t keliVeTAle . "—iM—XMTtS Ontario Police Department • � �Icomnent/service . po . ! -� Am ount (Dollars) Integration and test IBIS/CLETS database �Ml Deliver 7 Next Generation RDTs MrWreless Data Link installation: Activation of i7 lines plus 12 months service. Monthly ,IBIS Trainina Next Generation RDT H iTwelve month service contract: IBIS Next RD�.�. 11111111111MI��Proiiect Management Project Management Contract End ��I� • ' ! t i t Exhibit D CDRLsII.xls D2 -1 Wireless Demonstration Project — Phase If • D • Deliverable '-• Redlands Police Department Deliverable ComponentlService Amount i• Deliver 3 sets of RDT2 Units (RDT, cradle, wiring, •. battery pack). iintegrate and test 3 units T I ware-,-O sets Installation of communication subsystem software !in patrol cars. 3 installations. Integration AT&T CDPD installation: Activation of 3 lines plus ,12 months service. �IBIIS Training Deliver 2 Next Generation RbTs AT&T CDPD installation: Activation of 2 lines plus • • ,IBI-S Tra-in-ing Next Generation RDT- Twelve month service contract: IBIS Next Gen• RDT Project Management GRAND TOTAL Exhibit D CDRLsII-xis D3 - 1 Wireless Demonstration Project -- Phase 11 EXHIBIT E JNIT PRICELIST PHASE Ii € � Annual Maintenance I 3 Model , Product Description Base Price 8 x 5 24 x 7 No. I {IBISIRDT2 Remote ID $15,9841 Note 1€ iUnit 7000 IBISIRDT3 Remote ID $10,000 Note 1 lUnit i 7003 Server -Level It $55,409 i $5,880x JIBIS Software { 7005 Laptop Communication $1,053 lS/W 7010 Vehicle charging cradle $1,375 12V 7011 Office Charging Cradle $1,375 110V 7013 LWSQ option $2,500 7017 Chargeable/ 190 Note 1 interchangeable battery pack Next Generation Dev $160,000 Database interface (each) $64,000 7070 Training Remote users $3,750 7080 raining System Manager F $2,850 7090 Installation ($20,650+$1,2001unit) 7501 In Car PC $8,300 Note 1 7511 'ProWatt inverter j $92 Note 1 7512 Wireless modem te 1 ! I 7513 RS-232 cable �Zte 1 7514 ICharge guard $7 'Note 1 7515 ,Computer vehicle mount ` $650,Note 1 I 7516 IMobile antenna & mount { $86 Note 1 I - 7517 /Mobile installation i $287ENote 1 i 7520 IBIS Server Hardware � $24,05 � I $2,820 and OS 7551 CDPD line activation i $451 7 2 A2 ,ATT CDPD monthly [ 9 � 454 VRM650 806-824MH 15- ; $2,400 ! 35W Contractor Agreement Wireless Demonstration Project — Phase I I E-1 EXHIBIT E UNIT PRICE LIST - PHASE Vx Protocol MDC4800 $2501 FFK:Nf4367: �VRM650 Cable. 20 ft DB-9 M-F $60 i FIRM -TO -PC i RRA4983 Antenna, 80OMHZ (806- ( $57 �SC-A4020 900MHZ) 3DB ITxMESSENGER MDC $4601 i Software Set up of new image for $450i TXMess FW 150-0 Server (Demo $1,9951 Upgrade) Wendows 2000 $1951 SERm-Lim 22 (total 3 yr $3001 rr-L anity) Note 1-. Included in per unit annual maintenance Note: All prices shown minus taxes or shipping, (End of Exhibit E — rest of page intentionally left blank.) Contractor Agreement Wireless Demonstration Project — Phase I I E-2 Exhibit F JCENSING, WARRANTY, AND TRAINING EXH1131T F1 SOFTWARE LICENSE AGREEMENTS This Software License Agreement is made by and between the County of Hennepin, State of Minnesota hereinafter referred to as "Hennepinthe City of Ontario, California hereinaft referred to as "Ontarioand the City of Redlands, California hereinafter referred to as "Redlands", and Identix Incorporated, a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at 5600 Rowland Road, Minnetonka, MN 55343 hereinafter referred to as "IDII Hennepin, Ontario and Redland are herein referred to individually as "Licensee" and collectively as -Licensees." A. IDNX and the Licensees have entered into a Vvireless Demonstration -project Contract of even date (the "Contract"), under which IDNX will be providing equipme (the "Equipment") and services for the demonstration of a remote wireless fingerpri capture system (the "System"). I & IDNX will also be providing certain software (the "Software") for use in connection wi'l the System. Some of the Software will be embedded in the Equipment and other Software will be separately supplied for use with the Equipment. • M� 114111�� ;JOUR a. "IDNX Software" - Software owned by IDII b. "Sublicensed Software" - Third -party Software licensed by IDNX with the right to grant sublicenses, and C. "Procured Software" - Third -party Software for which IDNX has no right grant sublicenses, but for which licenses are commercially available. I D. The parties wish to define the basis on which the Licensees may use the Software. Terms of Agreement For good, valuable and sufficient consideration, the parties hereby agree as follows: 1. Grant of License. a. For as long as Licensee is not in breach of any of its obligations under this License Agreement or the Contract (1) IDNX grants such licensee a limited, royalty -free license under the IDNX Software and the Sublicensed Software for use solely in connection with th use of the Equipment. I (2) Each Licensee will have the limited right to grant to other governmental units identified in the Contract as participating agencies a limited, royalty -free sublicense under the IDNX Software and the Sublicensed Software for use N EXHIBIT F1 SOFTWARE LICENSE AGREEMENTS Exhibit F solely in connection with the use of the Equipment. Such sublicenses will be subject to the same duties, limitations, and restrictions contained in this Software License Agreement. b. Licensees will have no rights beyond those specifically stated herein, and none shall be implied. 2. Procured Software. a. For Procured Software required for the use of the Equipment, IDNX will obtain a license for the use by each Licensee of such Software in connection with the use of the Equipment. b. Such licenses will be subject to all of the terms and conditions of the third -party licensor. 3. Limitations of use. a. Licensee may not copy, modify, adapt, merge with other software, reverse engineer, prepare derivative works of, or disassemble any Software for any reason except to make copies for backup purposes. I b. Licensee will reproduce all Software copyright and trademark notices on Softwal-WI-9 duplicated for backup purposes. 4. Title and Ownership. a. Title to the IDNX Software, and all intellectual property rights therein, will remain in IDNX. b. Title to all Sublicensed Software, and all intellectual property rights therein, will remain in the third- party owner thereof. C. Nothing herein will transfer any ownership of any Software to any of the Licensees. It is expressly acknowledged that no part of the Software will be considered to be a "work for hire" and that no Licensee will have any claim of any ownership to any of the Software. 5. Warranties. The Software is provided subject to the limited Software Warranty set out in the attached Exhibit F-2. 6. Indemnities. The Software is provided subject to the intellectual property indemnities set out in section 32 of the Contract. THERE ARE NO OTHER INDEMNITIES, AND IDNX EXPRESSLY DISCLAIMS ALL OTHER INDEMNITIES RELATIVE TO THE SOFTWARE. ]a= li�� SEE :111V!111 REID Contractor Agreement Wireless Demonstration Project — Phase I I F-2 EXHIBIT F1 S 0 FTWAZE-M—ENSE—AGREE-WINTS • F .7. General. The provisions of the Contract respecting governing law, resolution of disputes, notices, • limitations of liability will apply to this License Agreement. a. The existence of a copyright notice on IDNX Software will not be construed as an admission or presumption that public disclosure • IDNX Software or any trade secrets association with IDNX Software has occurred. b. No waiver of a right or remedy of a party will constitute a waiver of another right or remedy of that party. c. Any assignment of IDNX's rights under this Software License Agreement shall not release IDNX • its responsibilities under this Software License Agreement and will not i• Licensee's rights • quiet use and • • the Software under this Agreement. d. This Software License Agreement contains the parties' entire agreement regarding Licensee's use of IDNX Software and applicable terms in the Contract may be amended only in writing signed by both parties. (End of Exhibit F1 — rest of page intentionally left blank.) Contractor Agreement Wireless Demonstration Project — Phase I I F-3 EXHIBIT F2 Warranty Period The "Warranty Period" applicable to equipment and software provided by Contractor under the Contract will be twelve (12) months from the date of Final System Acceptance by the applicable Participating Agency, as follows: • By Hennepin County for products provided to the Hennepin County Sheriff's Office and the participating agencies in the State of Minnesota; • By the City of Ontario for products provided to the City of Ontario and the Ontario Police Department; • By the City of Redlands for products provided to the City of Redlands and the Redlands Police Department. For Equipment Contractor warrants to each participating agency that, during the Warranty Period, all equipment furnished under the Contract to such agency will conform to the Contract specifications (as set out in the Statement of Work, Exhibit 13) and be free from defects in material and workmanship. For Software: Contractor warrants to each participating agency that, during the Warranty Period, all software furnished under the Contract to such agency will conform in all material respects to the Contract specifications, but does not warrant that the software will be error free. For Services: Contractor warrants to each participating agency that, during the Warranty Period, all services furnished under the Contract to such agency will be provided in a workmanlike manner and will conform in all material respects to the Contract specifications. Exclusive Remedies. For Equipment and Software: As the exclusive remedy available to the affected participating agency (or any other party) and Contractor's sole liability for breach of the foregoing warranties for equipment or software, Contractor shall at its option, either (a) correct the deficiency so that the affected product complies with the foregoing warranties or (b) replace the defective product. For Services: As the exclusive remedy available to the affected participating agency (or any other party) and Contractor's sole liability for breach of the foregoing warranties for services, Contractor shall provide conforming replacement services. Impracticality Exception. In any event, if Contractor is unable to achieve such correction or replacement remedy after good -faith efforts, Contractor may instead request the return of the affected portion of the system and provide the participating agency with a refund of amounts previously paid therefor. Repair Warranty. Contractor warrants to each participating agency that all equipment repair services provided to such agency will be free from defects in Contractor Agreement Wireless Demonstration Project — Phase If F-4 EXHIBIT y • • !wai Exclusive Warr n - The foregoing only "! by # • to participating ##" (or any other ##CONTRACTOR EXPRESSLY DISCLAIMS ANY IMPLIED y.il OF MERCHANTABILITY 1ND FITNESS i PARTICULAR PURPOSE, AND yNY OTHERWARRANTIES, j ii 1 WHETHER EXPRESS, i IMPLIED, OR ARISING BY OPERATION OF LAW, TRADE USAGE, OR COURSE OF DEALING. No person, agent, or representative, other than an officer of Contractor, is authorized to give any additional warranty on behalf of Contractor. Third Limitations and Disclaimers. The above remedies are the only remedies available to participating agencies (or any other party) for breach of warranty. Limitations of Liability are set out in Section 27 of the contract. PartyWarranties. To the extent permitted by warranties of i parties applicable to equipment or services furnished by Contractor hereunder, Contractor will pass through# party warrantiesbenefit of claimsparticipating agencies and will, during the Warranty Period, endeavor to .!under Contractor Agreement Wireless Demonstration Project -- Phase I F-5 ONAM 2 COMI I LI I 101 Lei I Two training • are offered with the system installations. (1) The System Manager Training course for central site administration of the system and remote site lead personnel. (2) The User Training course for users of the device and/or ;;ystem. A description of the courses follows. 1. System Manager Training .2. • course is designed for the users who are responsible for system configuration management, and maintaining the server activity. These users will act as administrators of the system. T purpose of this course is to provide the system manager with understanding of the benefits of the system, technological overview, general system operation, and specific operation of th server. I • Prerequisites - Possess knowledge of Windows 2000 or NT as appropriate to installation, locate and manage computerized files, and know how • handle backup devices. c. Description - This course is designed as a lecture and demonstration. An •` must train at least two people, • no more than 5 at one time. The training lasts for approximately five and one half-hours. d. Goals - The attendees will be instructed in •i up and power down of t server, operation of the server, system backup, detailed system operation, detailed device operation, system interrogation, management reporting inquiries. 3# .� Contractor Agreement Wireless Demonstration Project — Phase I I F-6 2. User Training a) Objective - This course is designed for the users who will use the RDT units. The purpose of this course is to provide the user with understanding of unit start up, unit shut down, log on, operation of the device, screens, user interface, and system components. b) Prerequisites - Users should have previous training on operation of the in car PC, data message network, and State interface. c) Description - This course is designed as lecture and demonstration. A maximum of three individuals trained each class session. The training lasts for approximately three and one half-hours. d) Goals - The attendees will be instructed in power up and power down of the RDT, log on, log off, screen familiarization, operation of the user interface, general system operation, general device operation, general system expectations, and management reporting capabilities. The user will be trained on the purpose of the System and the known risks and limitations of the System. The user will be directed that legal decisions should not be made based on the results of the System. (End of Exhibit F3 — rest of page intentionally left blank.) Contractor Agreement Wireless Demonstration Project — Phase I I F-7 EXHIBIT G ACCEPTANCE TESTS - PHASE 1111 Squad car PC functionality and CDPD communication links will be tested using thit functionality demonstrations listed above. Draft acceptance tests checklists for functions G-1 through G-2 are on pages G2 and G4 respectively. (Rest of page intentionally left blank.) Contractor Agreement Wireless Demonstration Project — Phase 11 G-1 Exhibit G Acceptance Tests • Remote Data Terminal • and Test Acceptance Form G-1 RDT S/N: Squad Car: The following form defines the functionality to be demonstrated for system test and acceptance of the Identix Remote Data Terminal. Upon successful completion of the following tests, this signed document will indicate acceptance by the customer of the Incorporated provided hardware and software for the Remote Data Terminal. Contractor Agreement Wireless Demonstration Project — Phase 11 G-2 ldentix Remote Data Terminal Identix Incorporated Representative Exhibit G Acceptance Tests Agency Representative -33MOEM MMME1�� Wireless Demonstration Project — Phase 11 G-3 Exhibit G IBIS Server Evaluation and Test Acceptance Form G1 The following form defines the requirements for system test and acceptance of the Identix IBIS Server. Upon successful completion of the following tests, this signed document will indicate acceptance by the customer of the Identix Incorporated provided hardware and software for the Remote Data Terminal. Offill M.110*00�0= Agency Representative (End of Exhibit G — rest of page intentionally left blank.) Lem, EXHIBIT H 17EQVIVICA L DOCUITE-111`1 S --PHASE-d In addition to the detail design documents spelled out in Exhibit B, Statement of Work, the technical documents listed below provide a generic overview of system. The detail design documents specified in Exhibit B will provide ongoing iocumentation of technical decisions made between the Contractor and the project sites listed in Exhibit A. Identix Reference Documents IDNX Central Site Hardware and Software •-# Nocument number 835-70-Ili -105 IDNX Vehicle PC Hardware and Software Requirements Document number 835-70-000-110 (End of Exhibit H - rest of page intentionally left blank.) Contractor Agreement Wireless Demonstration Project - Phase 11 H-1 EXHIBIT I Major Subcontractors — Phase 11 The following constitute major subcontractors for the Wireless Demonstration Project — Phase If. Major Subcontractors: Minnesota Agencies AT&T Wireless Redmond, WA 98052 1 Motorola Eden Prairie, MN 55347 Kontron Mobile Computing, Inc. Eden Prairie, MN 55344 Panasonic Personal Computer Company, Meadowlands, NJ 07094 Major Subcontractors: Ontario Police Department AT&T Wireless Redmond, WA 98052 BlueForum Software Upland, CA 91785 Major Subcontractors: Redlands Police Department AT&T Wireless Redmond, WA 98052 Panasonic Personal Computer Company, 1 Meadowlands, NJ 07094 i Total (End of Exhibit I — rest of page intentionally left blankm r*1M Contractor Agreement Wireless Demonstration Project — Phase I I 1-1